Appendix
The financial highlights tables are intended to help you understand Daily Money Class's financial history for the past 5 years. Certain information reflects financial results for a single class share. The total returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the class (assuming reinvestment of all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report, along with each fund's financial highlights and financial statements, is included in each fund's annual report. A free copy of the annual report is available upon request.
Fidelity Cash Management Funds - Prime Fund
|
<R>
Years ended October 31,
|
2012
|
2011
|
2010
|
2009
|
2008
</R>
|
|
<R>
Selected Per-Share Data
|
|
|
|
|
</R>
|
|
<R>
Net asset value, beginning of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Income from Investment Operations
|
|
|
|
|
</R>
|
|
<R>
Net investment income (loss)
|
-
C
|
-
C
|
-
C
|
.006
|
.029
</R>
|
|
<R>
Net realized and unrealized gain (loss)
C
|
-
|
-
|
-
|
-
|
-
</R>
|
|
<R>
Total from investment operations
|
-
C
|
-
C
|
-
C
|
.006
|
.029
</R>
|
|
<R>
Distributions from net investment income
|
-
C
|
-
C
|
-
C
|
(.006)
|
(.029)
</R>
|
|
<R>
Distributions from net realized gain
|
-
|
-
|
-
C
|
-
|
-
</R>
|
|
<R>
Total distributions
|
-
C
|
-
C
|
-
C
|
(.006
)
|
(.029
)
</R>
|
|
<R>
Net asset value, end of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Total Return
A
|
.01%
|
.01%
|
.02%
|
.57%
|
2.97%
</R>
|
|
<R>
Ratios to Average Net Assets
B
|
|
|
|
|
</R>
|
|
<R>
Expenses before reductions
|
.73%
|
.74%
|
.73%
|
.77%
|
.74%
</R>
|
|
<R>
Expenses net of fee waivers, if any
|
.34%
|
.34%
|
.41%
|
.70%
|
.70%
</R>
|
|
<R>
Expenses net of all reductions
|
.34%
|
.34%
|
.41%
|
.70%
|
.70%
</R>
|
|
<R>
Net investment income (loss)
|
.01%
|
.01%
|
.01%
|
.57%
|
2.90%
</R>
|
|
<R>
Supplemental Data
|
|
|
|
|
</R>
|
|
<R>
Net assets, end of period (in millions)
|
$ 8,083
|
$ 8,463
|
$ 8,748
|
$ 9,794
|
$ 9,562
</R>
|
<R>
A
Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
</R>
<R>
B
Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the class during
periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net
expenses paid by the class.
</R>
<R>
C
Amount represents less than $.001 per share.
</R>
Prospectus
Fidelity Cash Management Funds - Tax-Exempt Fund
|
<R>
Years ended October 31,
|
2012
|
2011
|
2010
|
2009
|
2008
</R>
|
|
<R>
Selected Per-Share Data
|
|
|
|
|
</R>
|
|
<R>
Net asset value, beginning of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Income from Investment Operations
|
|
|
|
|
</R>
|
|
<R>
Net investment income (loss)
|
-
D
|
-
D
|
-
D
|
.001
|
.019
</R>
|
|
<R>
Net realized and unrealized gain (loss)
D
|
-
|
-
|
-
|
-
|
-
</R>
|
|
<R>
Total from investment operations
|
-
D
|
-
D
|
-
D
|
.001
|
.019
</R>
|
|
<R>
Distributions from net investment income
|
-
D
|
-
D
|
-
D
|
(.001)
|
(.019)
</R>
|
|
<R>
Distributions from net realized gain
|
-
|
-
|
-
|
-
|
-
D
</R>
|
|
<R>
Total distributions
|
-
D
|
-
D
|
-
D
|
(.001
)
|
(.019
)
</R>
|
|
<R>
Net asset value, end of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Total Return
A
|
.01%
|
.01%
|
.01%
|
.06%
|
1.87%
</R>
|
|
<R>
Ratios to Average Net Assets
B, C
|
|
|
|
|
</R>
|
|
<R>
Expenses before reductions
|
.72%
|
.72%
|
.72%
|
.76%
|
.73%
</R>
|
|
<R>
Expenses net of fee waivers, if any
|
.17%
|
.21%
|
.28%
|
.60%
|
.70%
</R>
|
|
<R>
Expenses net of all reductions
|
.17%
|
.21%
|
.28%
|
.59%
|
.61%
</R>
|
|
<R>
Net investment income (loss)
|
.01%
|
.01%
|
.01%
|
.05%
|
1.81%
</R>
|
|
<R>
Supplemental Data
|
|
|
|
|
</R>
|
|
<R>
Net assets, end of period (in millions)
|
$ 481
|
$ 525
|
$ 508
|
$ 597
|
$ 922
</R>
|
<R>
A
Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
</R>
<R>
B
Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.
</R>
<R>
C
Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the class during
periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net
expenses paid by the class.
</R>
<R>
D
Amount represents less than $.001 per share.
</R>
Prospectus
Appendix - continued
Fidelity Cash Management Funds - Treasury Fund
|
<R>
Years ended October 31,
|
2012
|
2011
|
2010
|
2009
|
2008
</R>
|
|
<R>
Selected Per-Share Data
|
|
|
|
|
</R>
|
|
<R>
Net asset value, beginning of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Income from Investment Operations
|
|
|
|
|
</R>
|
|
<R>
Net investment income (loss)
|
-
C
|
-
C
|
-
C
|
-
C
|
.018
</R>
|
|
<R>
Net realized and unrealized gain (loss)
C
|
-
|
-
|
-
|
-
|
-
</R>
|
|
<R>
Total from investment operations
|
-
C
|
-
C
|
-
C
|
-
C
|
.018
</R>
|
|
<R>
Distributions from net investment income
|
-
C
|
-
C
|
-
C
|
-
C
|
(.018)
</R>
|
|
<R>
Distributions from net realized gain
|
-
|
-
|
-
C
|
-
|
-
</R>
|
|
<R>
Total distributions
|
-
C
|
-
C
|
-
C
|
-
C
|
(.018
)
</R>
|
|
<R>
Net asset value, end of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Total Return
A
|
.01%
|
.01%
|
.01%
|
.02%
|
1.82%
</R>
|
|
<R>
Ratios to Average Net Assets
B
|
|
|
|
|
</R>
|
|
<R>
Expenses before reductions
|
.73%
|
.73%
|
.72%
|
.75%
|
.73%
</R>
|
|
<R>
Expenses net of fee waivers, if any
|
.14%
|
.13%
|
.22%
|
.48%
|
.65%
</R>
|
|
<R>
Expenses net of all reductions
|
.14%
|
.13%
|
.22%
|
.48%
|
.65%
</R>
|
|
<R>
Net investment income (loss)
|
.01%
|
.01%
|
.01%
|
.02%
|
1.64%
</R>
|
|
<R>
Supplemental Data
|
|
|
|
|
</R>
|
|
<R>
Net assets, end of period (in millions)
|
$ 3,750
|
$ 3,760
|
$ 2,056
|
$ 2,648
|
$ 4,129
</R>
|
<R>
A
Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
</R>
<R>
B
Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from brokerage service arrangements or reductions from other expense offset arrangements
and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from brokerage service
arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
</R>
<R>
C
Amount represents less than $.001 per share.
</R>
Prospectus
Notes
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For individual investors opening an account:
When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify
you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.
For investors other than individuals:
When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may
be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide
documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
|
You can obtain additional information about the funds. A description of each fund's policies and procedures for disclosing its holdings is available in the funds' SAI and on Fidelity's web
sites. The SAI also includes more detailed information about each fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). Each fund's
annual and semi-annual reports also include additional information.
For a free copy of any of these documents or to request other information or ask questions about a fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at
www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.
|
The SAI, the funds' annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web
site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the funds, including the funds' SAI, at the SEC's Public Reference Room in Washington,
D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
Investment Company Act of 1940, File Number, 811-03518
|
FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at
202-371-8300.
<R>Fidelity, Fidelity Investments & Pyramid Design, Fidelity Money Line, and Fidelity Advisor Money Line are registered service marks of FMR LLC. © 2012 FMR LLC. All rights
reserved.</R>
<R>The third-party marks appearing above are the marks of their respective owners.</R>
<R>1.702675.115 DMFI-PRO-1212</R>
Fidelity
®
Cash Management Funds
|
Prime Fund
|
|
Class
/Ticker
|
|
Capital Reserves
/FPRXX
|
|
Tax-Exempt Fund
|
|
Class
/Ticker
|
|
Capital Reserves
/FERXX
|
|
Treasury Fund
|
|
Class
/Ticker
|
|
Capital Reserves
/FSRXX
|
Prospectus
<R>
December 29, 2012
</R>
Contents
Prospectus
Fund Summary
Fund
/Class:
Prime Fund
/Capital Reserves
The fund seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Fee Table
The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.
|
Shareholder fees
(fees paid directly from your investment)
|
None
|
Annual class operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
<R>
Management fee
|
0.25%
</R>
|
|
<R>
Distribution and/or Service (12b-1) fees
|
0.50%
</R>
|
|
<R>
Other expenses
|
0.23%
</R>
|
|
<R>
Total annual operating expenses
|
0.98%
</R>
|
This
example
helps compare the cost of investing in the fund with the cost of investing in other mutual funds.
Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for
shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest
actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:
|
<R>
1 year
|
$ 100
</R>
|
|
<R>
3 years
|
$ 312
</R>
|
|
<R>
5 years
|
$ 542
</R>
|
|
<R>
10 years
|
$ 1,201
</R>
|
Principal Investment Strategies
-
Investing in U.S. dollar-denominated money market securities of domestic and foreign issuers rated in the highest category by at least two nationally recognized rating services, U.S. Government securities, and repurchase agreements.
-
Potentially entering into reverse repurchase agreements.
-
Investing more than 25% of total assets in the financial services industries.
Prospectus
Fund Summary - continued
-
Investing in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, and diversification of
investments.
Principal Investment Risks
-
Interest Rate Changes.
Interest rate increases can cause the price of a money market security to decrease.
-
Foreign Exposure.
Entities located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in
those countries.
-
Financial Services Exposure.
Changes in government regulation and interest rates and economic downturns can have a significant negative
effect on issuers in the financial services sector, including the price of their securities or their ability to meet their payment obligations.
-
Issuer-Specific Changes.
A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a
security can cause the price of a money market security to decrease.
An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in
the fund.
Performance
The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the
performance of the fund's shares from year to year. Past performance is not an indication of future performance.
Visit www.advisor.fidelity.com for updated return information.
Prospectus
Year-by-Year Returns
|
<R>
Calendar Years
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
</R>
|
|
<R>
|
1.00%
|
0.31%
|
0.51%
|
2.40%
|
4.23%
|
4.52%
|
2.25%
|
0.16%
|
0.01%
|
0.01%
</R>
|
<R>
</R>
|
<R>
During the periods shown in the chart:
|
Returns
|
Quarter ended
</R>
|
|
<R>
Highest Quarter Return
|
1.14%
|
September 30, 2007
</R>
|
|
<R>
Lowest Quarter Return
|
0.00%
|
February 28, 2010
</R>
|
|
<R>
Year-to-Date Return
|
0.01%
|
September 30, 2012
</R>
|
Average Annual Returns
|
<R>
For the periods ended
December 31, 2011
|
Past 1
year
|
Past 5
years
|
Past 10
years
</R>
|
|
<R>
Capital Reserves Class
|
0.01%
|
1.37%
|
1.53%
</R>
|
Investment Advisers
Fidelity Management & Research Company (FMR) is the fund's manager. Fidelity Investments Money Management, Inc. (FIMM) and other investment advisers serve as sub-advisers for the fund.
Purchase and Sale of Shares
You may buy or sell Capital Reserves Class shares of the fund through a retirement account or through an investment professional. You may buy
or sell shares in various ways:
|
Internet
www.advisor.fidelity.com
|
|
Phone
To reach a Fidelity representative 1-877-208-0098
|
|
Mail
|
|
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
|
Overnight Express:
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015
|
The price to buy one share of Capital Reserves Class is its net asset value per share (NAV). Your shares will be bought at the NAV next calculated after your order is received in proper form.
The price to sell one share of Capital Reserves Class is its NAV. Your shares will be sold at the NAV next calculated after your order is received in
proper form.
Prospectus
Fund Summary - continued
The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio
instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests.
|
Initial Purchase Minimum
|
$1,000
|
|
For Fidelity Traditional IRA, Roth IRA, Rollover IRA, Simplified Employee Pension-IRA, and Keogh accounts
|
$500
|
The fund may waive or lower purchase minimums in other circumstances.
Tax Information
Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and
may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be
taxed later, upon withdrawal of your investment from such account).
Payments to Broker-Dealers and Other Financial Intermediaries
The fund, FMR, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, including banks, broker-dealers, or other service-providers (who may be affiliated with FMR or FDC), for the sale of fund shares and related services. These payments may create a
conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your
investment professional or visit your intermediary's web site for more information.
Prospectus
Fund Summary
Fund
/Class:
Tax-Exempt Fund
/Capital Reserves
The fund seeks to provide as high a level of current income, exempt from federal income taxes, as is consistent with liquidity and stability of
principal.
Fee Table
The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.
|
Shareholder fees
(fees paid directly from your investment)
|
None
|
Annual class operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management fee
|
0.25%
|
|
Distribution and/or Service (12b-1) fees
|
0.50%
|
|
Other expenses
|
0.22%
|
|
Total annual operating expenses
|
0.97%
|
This
example
helps compare the cost of investing in the fund with the cost of investing in other mutual funds.
Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for
shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest
actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:
|
1 year
|
$ 99
|
|
3 years
|
$ 309
|
|
5 years
|
$ 536
|
|
10 years
|
$ 1,190
|
Principal Investment Strategies
-
Normally investing in municipal money market securities.
-
Normally investing at least 80% of assets in municipal securities whose interest is exempt from federal income tax.
-
Normally not investing in municipal securities whose interest is subject to the federal alternative minimum tax.
Prospectus
-
Potentially investing more than 25% of total assets in municipal securities that finance similar types of projects.
-
Investing in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, and diversification of
investments.
Principal Investment Risks
-
Municipal Market Volatility.
The municipal market is volatile and can be significantly affected by adverse tax, legislative, or political
changes and the financial condition of the issuers of municipal securities.
-
Interest Rate Changes.
Interest rate increases can cause the price of a money market security to decrease.
-
Foreign Exposure.
Entities providing credit support or a maturity-shortening structure that are located in foreign countries can be affected by
adverse political, regulatory, market, or economic developments in those countries.
-
Issuer-Specific Changes.
A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a
security can cause the price of a money market security to decrease.
An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in
the fund.
Performance
The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the
performance of the fund's shares from year to year. Past performance is not an indication of future performance.
Visit www.advisor.fidelity.com for updated return information.
Prospectus
Fund Summary - continued
Year-by-Year Returns
|
<R>
Calendar Years
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
</R>
|
|
<R>
|
0.66%
|
0.23%
|
0.33%
|
1.55%
|
2.57%
|
2.78%
|
1.20%
|
0.01%
|
0.01%
|
0.01%
</R>
|
<R>
</R>
|
<R>
During the periods shown in the chart:
|
Returns
|
Quarter ended
</R>
|
|
<R>
Highest Quarter Return
|
0.72%
|
June 30, 2007
</R>
|
|
<R>
Lowest Quarter Return
|
0.00%
|
February 28, 2010
</R>
|
|
<R>
Year-to-Date Return
|
0.01%
|
September 30, 2012
</R>
|
Average Annual Returns
|
<R>
For the periods ended
December 31, 2011
|
Past 1
year
|
Past 5
years
|
Past 10
years
</R>
|
|
<R>
Capital Reserves Class
|
0.01%
|
0.80%
|
0.93%
</R>
|
Investment Advisers
Fidelity Management & Research Company (FMR) is the fund's manager. Fidelity Investments Money Management, Inc. (FIMM) and other investment advisers serve as sub-advisers for the fund.
Purchase and Sale of Shares
You may buy or sell Capital Reserves Class shares of the fund through an investment professional. You may buy or sell shares in various ways:
|
Internet
www.advisor.fidelity.com
|
|
Phone
To reach a Fidelity representative 1-877-208-0098
|
|
Mail
|
|
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
|
Overnight Express:
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015
|
The price to buy one share of Capital Reserves Class is its net asset value per share (NAV). Your shares will be bought at the NAV next calculated after your order is received in proper form.
The price to sell one share of Capital Reserves Class is its NAV. Your shares will be sold at the NAV next calculated after your order is received in
proper form.
Prospectus
The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio
instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests.
|
Initial Purchase Minimum
|
$1,000
|
The fund may waive or lower purchase minimums.
Tax Information
The fund seeks to earn income and pay dividends exempt from federal income tax. Income exempt from federal income tax may be subject to
state or local tax. A portion of the dividends you receive may be subject to federal and state income taxes. You may also receive taxable distributions attributable to the fund's sale of municipal bonds.
Payments to Broker-Dealers and Other Financial Intermediaries
The fund, FMR, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, including banks, broker-dealers, or other service-providers (who may be affiliated with FMR or FDC), for the sale of fund shares and related services. These payments may create a
conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your
investment professional or visit your intermediary's web site for more information.
Prospectus
Fund Summary
Fund
/Class:
Treasury Fund
/Capital Reserves
The fund seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Fee Table
The following table describes the fees and expenses that may be incurred when you buy, hold, or sell shares of the fund.
|
Shareholder fees
(fees paid directly from your investment)
|
None
|
Annual class operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management fee
|
0.25%
|
|
Distribution and/or Service (12b-1) fees
|
0.50%
|
|
Other expenses
|
0.23%
|
|
Total annual operating expenses
|
0.98%
|
This
example
helps compare the cost of investing in the fund with the cost of investing in other mutual funds.
Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for
shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest
actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:
|
1 year
|
$ 100
|
|
3 years
|
$ 312
|
|
5 years
|
$ 542
|
|
10 years
|
$ 1,201
|
Principal Investment Strategies
-
Normally investing at least 80% of assets in U.S. Treasury securities and repurchase agreements for those securities.
-
Investing in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, and diversification of
investments.
Prospectus
Fund Summary - continued
Principal Investment Risks
-
Interest Rate Changes.
Interest rate increases can cause the price of a money market security to decrease.
-
Issuer-Specific Changes.
A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a
security can cause the price of a money market security to decrease.
An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in
the fund.
Performance
The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the
performance of the fund's shares from year to year. Past performance is not an indication of future performance.
Visit www.advisor.fidelity.com for updated return information.
Year-by-Year Returns
|
<R>
Calendar Years
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
</R>
|
|
<R>
|
0.88%
|
0.23%
|
0.41%
|
2.27%
|
4.11%
|
4.08%
|
1.04%
|
0.01%
|
0.01%
|
0.01%
</R>
|
<R>
</R>
|
<R>
During the periods shown in the chart:
|
Returns
|
Quarter ended
</R>
|
|
<R>
Highest Quarter Return
|
1.11%
|
December 31, 2006
</R>
|
|
<R>
Lowest Quarter Return
|
0.00%
|
March 31, 2009
</R>
|
|
<R>
Year-to-Date Return
|
0.01%
|
September 30, 2012
</R>
|
Average Annual Returns
|
<R>
For the periods ended
December 31, 2011
|
Past 1
year
|
Past 5
years
|
Past 10
years
</R>
|
|
<R>
Capital Reserves Class
|
0.01%
|
1.02%
|
1.29%
</R>
|
Prospectus
Investment Advisers
Fidelity Management & Research Company (FMR) is the fund's manager. Fidelity Investments Money Management, Inc. (FIMM) and other investment advisers serve as sub-advisers for the fund.
Purchase and Sale of Shares
You may buy or sell Capital Reserves Class shares of the fund through a retirement account or through an investment professional. You may buy
or sell shares in various ways:
|
Internet
www.advisor.fidelity.com
|
|
Phone
To reach a Fidelity representative 1-877-208-0098
|
|
Mail
|
|
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
|
Overnight Express:
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015
|
The price to buy one share of Capital Reserves Class is its net asset value per share (NAV). Your shares will be bought at the NAV next calculated after your order is received in proper form.
The price to sell one share of Capital Reserves Class is its NAV. Your shares will be sold at the NAV next calculated after your order is received in
proper form.
The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio
instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests.
|
Initial Purchase Minimum
|
$1,000
|
|
For Fidelity Traditional IRA, Roth IRA, Rollover IRA, Simplified Employee Pension-IRA, and Keogh accounts
|
$500
|
The fund may waive or lower purchase minimums in other circumstances.
Tax Information
Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and
may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be
taxed later, upon withdrawal of your investment from such account).
Prospectus
Fund Summary - continued
Payments to Broker-Dealers and Other Financial Intermediaries
The fund, FMR, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, including banks, broker-dealers, or other service-providers (who may be affiliated with FMR or FDC), for the sale of fund shares and related services. These payments may create a
conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your
investment professional or visit your intermediary's web site for more information.
Prospectus
Fund Basics
Investment Objective
Prime Fund
seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Principal Investment Strategies
FMR invests the fund's assets in U.S. dollar-denominated money market securities of domestic and foreign issuers rated in the highest category
by at least two nationally recognized rating services, U.S. Government securities, and repurchase agreements. FMR also may enter into reverse
repurchase agreements for the fund.
FMR will invest more than 25% of the fund's total assets in the financial services industries.
In buying and selling securities for the fund, FMR complies with industry-standard regulatory requirements for money market funds regarding
the quality, maturity, and diversification of the fund's investments. FMR stresses maintaining a stable $1.00 share price, liquidity, and income.
Investment Objective
Tax-Exempt Fund
seeks to provide as high a level of current income, exempt from federal income taxes, as is consistent with liquidity and
stability of principal.
Principal Investment Strategies
FMR normally invests the fund's assets in municipal money market securities.
FMR normally invests at least 80% of the fund's assets in municipal securities whose interest is exempt from federal income tax. FMR does not currently intend to invest the fund's assets in municipal securities whose interest is subject to the federal alternative minimum tax.
The supply of and demand for municipal money market securities can vary from time to time. When FMR believes that suitable municipal money
market securities are not available, or during other unusual market conditions, FMR may leave a significant portion of the fund's assets uninvested,
or may invest up to 20% of the fund's assets in securities subject to state and/or federal income tax.
FMR may invest more than 25% of the fund's total assets in municipal securities that finance similar projects, such as those relating to education, health care, transportation, and utilities.
In buying and selling securities for the fund, FMR complies with industry-standard regulatory requirements for money market funds regarding the
quality, maturity, and diversification of the fund's investments. FMR may invest the fund's assets in municipal money market securities by investing
in other funds. FMR stresses maintaining a stable $1.00 share price, liquidity, and income.
Investment Objective
Treasury Fund
seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Prospectus
Fund Basics - continued
Principal Investment Strategies
FMR normally invests at least 80% of the fund's assets in U.S. Treasury securities and repurchase agreements for those securities. FMR does not
enter into reverse repurchase agreements for the fund.
In buying and selling securities for the fund, FMR complies with industry-standard regulatory requirements for money market funds regarding
the quality, maturity, and diversification of the fund's investments. FMR stresses maintaining a stable $1.00 share price, liquidity, and income.
Description of Principal Security Types
Money market securities
are high-quality, short-term securities that pay a fixed, variable, or floating interest rate. Securities are often specifically structured so that they are eligible investments for a money market fund. For example, in order to satisfy the maturity restrictions for a
money market fund, some money market securities have demand or put features, which have the effect of shortening the security's maturity.
Taxable money market securities include bank certificates of deposit, bankers' acceptances, bank time deposits, notes, commercial paper and
U.S. Government securities. Municipal money market securities include variable rate demand notes, commercial paper, and municipal notes.
U.S. Government securities
are high-quality securities issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S.
Government. U.S. Government securities may be backed by the full faith and credit of the U.S. Treasury, the right to borrow from the U.S. Treasury, or the agency or instrumentality issuing or guaranteeing the security.
Municipal securities
are issued to raise money for a variety of public and private purposes, including general financing for state and local governments, or financing for a specific project or public facility. Municipal securities may be fully or partially backed by the local government, by
the credit of a private issuer, by the current or anticipated revenues from a specific project or specific assets, or by domestic or foreign entities
providing credit support such as letters of credit, guarantees, or insurance.
A
repurchase agreement
is an agreement to buy a security at one price and a simultaneous agreement to sell it back at an agreed-upon price.
Principal Investment Risks
Many factors affect each fund's performance. A fund's yield will change daily based on changes in interest rates and other market conditions.
Although each fund is managed to maintain a stable $1.00 share price, there is no guarantee that the fund will be able to do so. For example, a
major increase in interest rates or a decrease in the credit quality of the issuer of one of a fund's investments could cause the fund's share price
to decrease. It is important to note that neither the funds' share prices nor their yields are guaranteed by the U.S. Government.
Prospectus
The following factors can significantly affect a fund's performance:
Municipal Market Volatility.
Municipal securities can be significantly affected by political changes as well as uncertainties in the municipal
market related to taxation, legislative changes, or the rights of municipal security holders. Because many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation, and utilities, conditions in those sectors can affect the
overall municipal market. Budgetary constraints of local, state, and federal governments upon which the issuers may be relying for funding may
also impact municipal securities. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions may directly impact the liquidity and valuation of municipal securities.
Interest Rate Changes.
Money market securities have varying levels of sensitivity to changes in interest rates. In general, the price of a money
market security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and the securities of
issuers in the financial services sector can be more sensitive to interest rate changes. Short-term securities tend to react to changes in short-term interest rates.
Foreign Exposure.
Issuers located in foreign countries and entities providing credit support or a maturity-shortening structure that are located in foreign countries can involve increased risks. Extensive public information about the issuer or provider may not be available and unfavorable political, economic, or governmental developments could affect the value of the security.
<R>Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one
country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.</R>
Financial Services Exposure.
Financial services companies are highly dependent on the supply of short-term financing and can be sensitive
to changes in government regulation and interest rates and to economic downturns in the United States and abroad. These events can significantly affect the price of issuers' securities as well as their ability to make payments of principal or interest or otherwise meet obligations on
securities or instruments for which they serve as guarantors or counterparties.
Issuer-Specific Changes.
Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions
that affect a particular type of issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or
counterparty, which can affect a security's or instrument's credit quality or value. Entities providing credit support or a maturity-shortening
structure also can be affected by these types of changes. Municipal securities backed by current or anticipated revenues from a specific project
or specific assets can be negatively affected by the discontinuance of the taxation supporting the project or assets or the inability to collect revenues for the project or from the assets. If the Internal Revenue Service (IRS) determines an issuer of a municipal security has not complied
with applicable tax requirements, interest from the security could become taxable and the security could decline significantly in value. In addition, if the structure of a security fails to function as intended, interest from the security could become taxable or the security could decline in
value.
Prospectus
Fund Basics - continued
Generally, Tax-Exempt Fund purchases municipal securities whose interest, in the opinion of bond counsel, is free from federal income tax
and from the federal alternative minimum tax. Neither FMR nor Tax-Exempt Fund guarantees that this opinion is correct, and there is no
assurance that the IRS will agree with bond counsel's opinion. Issuers or other parties generally enter into covenants requiring continuing
compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the security. If at any time the
covenants are not complied with, or if the IRS otherwise determines that the issuer did not comply with relevant tax requirements, interest
payments from a security could become federally taxable, possibly retroactively to the date the security was issued. For certain types of structured securities, the tax status of the pass-through of tax-free income may also be based on the federal tax treatment of the structure.
In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy (including leaving a significant portion of a fund's assets uninvested) for defensive purposes. Uninvested assets do not earn income for a fund, which may have a significant negative impact on the fund's yield and may prevent the fund from achieving its investment objective. In addition, different factors could affect Tax-Exempt Fund's performance, and the fund could distribute income subject to federal income tax.
Fundamental Investment Policies
The following policies are fundamental, that is, subject to change only by shareholder approval:
Prime Fund
seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Tax-Exempt Fund
seeks to provide as high a level of current income, exempt from federal income taxes, as is consistent with liquidity and
stability of principal. The fund normally invests at least 80% of its assets in municipal securities whose interest is exempt from federal income
tax.
Treasury Fund
seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Prospectus
Shareholder Notice
The following policy is subject to change only upon 60 days' prior notice to shareholders:
Treasury Fund
normally invests at least 80% of its assets in U.S. Treasury securities and repurchase agreements for those securities.
Each fund is open for business each day the NYSE is open. Even if the NYSE is closed, a fund will be open for business on those days on which the
New York Fed is open, the primary trading markets for the fund's portfolio instruments are open, and the fund's management believes there is an
adequate market to meet purchase and redemption requests.
A class's NAV is the value of a single share. Fidelity normally calculates the class's NAV as of the close of business of the NYSE, normally 4:00
p.m. Eastern time. Each fund's assets normally are valued as of this time for the purpose of computing the class's NAV.
NAV is not calculated and a fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the
Securities and Exchange Commission (SEC).
To the extent that a fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets
may be affected on those days. In addition, trading in some of a fund's assets may not occur on days when the fund is open for business.
Each fund's assets are valued on the basis of amortized cost.
Prospectus
Shareholder Information
General Information
You may buy or sell Capital Reserves Class shares of the funds through a retirement account or an investment professional. When you invest
through a retirement account or an investment professional, the procedures for buying, selling, and exchanging Capital Reserves Class shares of
a fund and the account features and policies may differ. Additional fees may also apply to your investment in Capital Reserves Class shares of a
fund, including a transaction fee if you buy or sell Capital Reserves Class shares of the fund through a broker or other investment professional.
You should include the following information with any order to buy, sell, or exchange shares:
-
Your name;
-
Your account number;
-
Name of fund whose shares you want to buy or sell; and
-
Dollar amount or number of shares you want to buy or sell.
Certain methods of contacting Fidelity, such as by telephone, may be unavailable or delayed (for example, during periods of unusual market
activity).
A fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.
Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing
costs to a fund (such as spreads paid to dealers who sell money market instruments to a fund) and disrupting portfolio management strategies.
FMR anticipates that shareholders will purchase and sell shares of each fund frequently because a money market fund is designed to offer investors a liquid cash option. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive trading of
money market fund shares and each fund accommodates frequent trading.
A fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in FMR's opinion, may be disruptive to the management
of that fund or otherwise not be in the fund's interests.
Each fund has no limit on purchase or exchange transactions. Each fund reserves the right at any time to restrict purchases or exchanges or
impose conditions that are more restrictive on excessive or disruptive trading than those stated in this prospectus.
Buying Shares
The price to buy one share of Capital Reserves Class is its NAV.
Your shares will be bought at the NAV next calculated after your order is received in proper form.
It is the responsibility of your investment professional to transmit your order to buy shares to Fidelity before the close of business on the day you
place your order.
Prospectus
Shareholder Information - continued
Each fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an order
in proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order is
received by the authorized intermediary. Orders by funds of funds for which FMR or an affiliate serves as investment manager will be treated as
received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.
There is no minimum balance or purchase minimum for certain Fidelity retirement accounts funded through salary deduction, or fund positions
opened with the proceeds of distributions from such retirement accounts or from a Fidelity systematic withdrawal service. In addition, each
fund may waive or lower purchase minimums in other circumstances.
Each fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.
If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees a fund or Fidelity
has incurred.
If when you place your wire purchase order you indicate that Fidelity will receive your wire that day, your wire must be received in proper form
by Fidelity at the applicable fund's designated wire bank before the close of the Federal Reserve Wire System on the day of purchase.
Shares can be bought or sold through investment professionals using an automated order placement and settlement system that guarantees
payment for orders on a specified date.
Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and
the monies may be withheld.
Selling Shares
The price to sell one share of Capital Reserves Class is its NAV.
Your shares will be sold at the NAV next calculated after your order is received in proper form. Normally, Fidelity will process wire redemptions
on the same business day, provided your redemption wire request is received in proper form by Fidelity before the NAV is calculated on that
day. All other redemptions will normally be processed by the next business day. However, Fidelity may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect a fund.
It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you
place your order.
Each fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order in
proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received by
the authorized intermediary. Orders by funds of funds for which FMR or an affiliate serves as investment manager will be treated as received by the
fund at the same time that the corresponding orders are received in proper form by the funds of funds.
Prospectus
A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include
a signature guarantee in certain circumstances, such as:
-
When you wish to sell more than $100,000 worth of shares;
-
When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an
address different than the record address;
-
When you are requesting that redemption proceeds be paid to someone other than the account owner; or
-
In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.
When you place an order to sell shares, note the following:
-
If you are selling some but not all of your shares, keep your fund balance above the required minimum to keep your fund position open, except
fund positions not subject to balance minimums.
-
You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large redemptions.
-
Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been
received and collected.
-
Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the
NYSE is restricted, or as permitted by the SEC.
-
Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of a fund.
-
If you sell shares by writing a check, if available, and the amount of the check is greater than the value of your fund position, your check will
be returned to you and you may be subject to additional charges.
-
You will not receive interest on amounts represented by uncashed redemption checks.
-
Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted,
canceled, or processed and the proceeds may be withheld.
Prospectus
Shareholder Information - continued
<R>To sell shares issued with certificates, call Fidelity for instructions. The funds do not currently issue share certificates.</R>
An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.
As a Capital Reserves Class shareholder, you have the privilege of exchanging Capital Reserves Class shares of a fund for Capital Reserves Class
shares of another fund offered through this prospectus and for shares of other Fidelity funds.
However, you should note the following policies and restrictions governing exchanges:
-
Each fund may refuse any exchange purchase for any reason. For example, each fund may refuse exchange purchases by any person or group
if, in FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or
would otherwise potentially be adversely affected.
-
Before exchanging into a fund or class, read its prospectus.
-
The fund or class you are exchanging into must be available for sale in your state.
-
Exchanges may have tax consequences for you.
-
If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there
may be additional requirements.
-
Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled,
or processed and the proceeds may be withheld.
The funds may terminate or modify exchange privileges in the future.
Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged.
Check each fund's prospectus for details.
Features
The following features may be available to buy and sell shares of a fund. Visit www.advisor.fidelity.com or contact your investment professional
for more information.
Prospectus
|
Electronic Funds Transfer (Fidelity Money Line
®
): electronic money movement through the Automated Clearing
House
• To transfer money between a bank account and your fund account.
• You can use electronic funds transfer to:
-
Make periodic (automatic) purchases of shares.
-
Make periodic (automatic) redemptions of shares.
|
|
Wire: electronic money movement through the Federal Reserve wire system
• To transfer money between a bank account and your fund account.
|
|
Checkwriting
• To sell shares from your account.
|
Policies
The following policies apply to you as a shareholder.
Statements
that Fidelity sends to you include the following:
-
Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the
fund or another fund and certain transactions through automatic investment or withdrawal programs).
-
Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).
To reduce expenses, only one copy of most financial reports and prospectuses may be mailed, even if more than one person in a household holds
shares of a fund. Call Fidelity at 1-877-208-0098 if you need additional copies of financial reports or prospectuses. If you do not want the mailing
of these documents to be combined with those for other members of your household, call Fidelity at 1-877-208-0098.
You may initiate many
transactions by telephone or electronically.
Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will
request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and
notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call
Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.
Prospectus
Shareholder Information - continued
When you sign your
account application,
you will be asked to certify that your social security or taxpayer identification number (TIN) is correct and that you are not subject to backup withholding for failing to report income to the IRS. If you violate IRS regulations, the IRS can require a fund to withhold an amount subject to the applicable backup withholding rate from your taxable distributions and redemptions.
You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as
otherwise required under these and other federal regulations.
If your
fund balance
falls below $500 worth of shares for any reason and you do not increase your balance, Fidelity may sell all of your shares
and send the proceeds to you after providing you with at least 30 days' notice to reestablish the minimum balance. Your shares will be sold at the
NAV on the day Fidelity closes your fund position. Certain fund positions are not subject to these balance requirements and will not be closed for
failure to maintain a minimum balance.
Fidelity may charge a
fee for certain services,
such as providing historical account documents.
Dividends
and
Capital Gain Distributions
Each fund earns interest, dividends, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. Each fund may also realize capital gains from its investments, and distributes these gains (less losses), if any, to shareholders as capital
gain distributions.
Distributions you receive from each fund consist primarily of dividends. Each fund normally declares dividends daily and pays them monthly.
You may request to have dividends relating to Capital Reserves Class shares redeemed from an account closed during the month paid when
the account is closed. Each fund reserves the right to limit this service.
Earning Dividends
A fund processes purchase and redemption requests only on days it is open for business.
Capital Reserves Class shares purchased by a wire order prior to 4:00 p.m. Eastern time for Prime Fund and Treasury Fund or prior to 12:00
noon Eastern time for Tax-Exempt Fund, with receipt of the wire in proper form before the close of the Federal Reserve Wire System on that
day, generally begin to earn dividends on the day of purchase.
Capital Reserves Class shares purchased by all other orders generally begin to earn dividends on the first business day following the day of purchase.
Prospectus
Capital Reserves Class shares redeemed by a wire order prior to 4:00 p.m. Eastern time for Prime Fund and Treasury Fund or prior to 12:00 noon
Eastern time for Tax-Exempt Fund generally earn dividends through the day prior to the day of redemption.
Capital Reserves Class shares redeemed by all other orders generally earn dividends until, but not including, the next business day following the
day of redemption.
Exchange requests will be processed only when both funds are open for business.
Each fund reserves the right to change the time of day by which wire purchase and redemption orders for shares must be placed for purposes of
earning dividends.
Distribution Options
When you open an account, specify on your application how you want to receive your distributions. The following distribution options are available for Capital Reserves Class:
1. Reinvestment Option.
Your dividends and capital gain distributions, if any, will be automatically reinvested in additional Capital Reserves
Class shares of the fund. If you do not indicate a choice on your application, you will be assigned this option.
2. Cash Option.
Your dividends and capital gain distributions, if any, will be paid in cash.
Not all distribution options are available for every account. If the option you prefer is not listed on your account application, or if you want to
change your current option, contact your investment professional directly or call Fidelity.
If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be
converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.
As with any investment, your investment in a fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.
Distributions you receive from Prime Fund and Treasury Fund are subject to federal income tax, and may also be subject to state or local taxes.
The municipal fund seeks to earn income and pay dividends exempt from federal income tax.
Income exempt from federal income tax may be subject to state or local tax. A portion of the dividends you receive from the municipal fund may
be subject to federal and state income taxes. You may also receive taxable distributions attributable to the municipal fund's sale of municipal
bonds.
For federal tax purposes, certain of each fund's distributions, including Prime Fund's and Treasury Fund's dividends and each fund's distributions of short-term capital gains and gains on the sale of bonds characterized as market discount, are taxable to you as ordinary income. Because each taxable fund's income is primarily derived from interest, dividends from each taxable fund generally will not qualify for the long-term
capital gains tax rates available to individuals. Each fund's distributions of long-term capital gains, if any, are taxable to you generally as capital
gains for federal tax purposes.
Prospectus
Shareholder Information - continued
Any taxable distributions you receive from a fund will normally be taxable to you when you receive them, regardless of your distribution option.
If you elect to receive distributions in cash, you will receive certain December distributions in January, but those distributions will be taxable as
if you received them on December 31.
Prospectus
Fund Services
Each fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.
FMR is each fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.
<R>As of December 31, 2011, FMR had approximately $1.0 billion in discretionary assets under management.</R>
As the manager, FMR has overall responsibility for directing each fund's investments and handling its business affairs.
FIMM serves as a sub-adviser for each fund. FIMM has day-to-day responsibility for choosing investments for each fund.
<R>FIMM is an affiliate of FMR. As of December 31, 2011, FIMM had approximately $602.4 billion in discretionary assets under management.</R>
Other investment advisers assist FMR with foreign investments:
-
<R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom, serves as
a sub-adviser for each fund. As of December 31, 2011, FMR U.K. had approximately $13.4 billion in discretionary assets under management. FMR
U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for
each fund. FMR U.K. is an affiliate of FMR.</R>
-
<R>Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for each fund. As of December 31, 2011, FMR H.K. had approximately $7.1 billion in discretionary assets under management. FMR H.K.
may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for
each fund. FMR H.K. is an affiliate of FMR.</R>
-
Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan,
serves as a sub-adviser for each fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the
United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR Japan is an affiliate of FMR.
From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market
or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and,
because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf
of any Fidelity fund.
Prospectus
Each fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month.
Each fund's annual management fee rate is 0.25% of its average net assets.
FMR pays FIMM, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.
<R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for each fund is available in each
fund's annual report for the fiscal period ended October 31, 2012.</R>
FMR may, from time to time, agree to reimburse a class for, or waive, management fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year.
Reimbursement or waiver arrangements can decrease expenses and boost performance.
Effective January 1, 2000, FMR has voluntarily agreed to reimburse Capital Reserves Class of Prime Fund and Tax-Exempt Fund to the extent
that total operating expenses (excluding interest, taxes, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses,
if any), as a percentage of their respective average net assets, exceed 0.95%. These arrangements may be discontinued by FMR at any time.
Each fund is composed of multiple classes of shares. All classes of a fund have a common investment objective and investment portfolio.
FDC distributes Capital Reserves Class shares.
Intermediaries, including banks, broker-dealers, and other service-providers (who may be affiliated with FMR or FDC), may receive from FMR,
FDC, and/or their affiliates compensation for their services intended to result in the sale of class shares. This compensation may take the form
of:
-
distribution and/or service (12b-1) fees
-
payments for additional distribution-related activities and/or shareholder services
-
payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary
These payments are described in more detail in this section and in the statement of additional information (SAI).
Capital Reserves Class of each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of
1940 (1940 Act). Under the plan, Capital Reserves Class of each fund is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Capital Reserves Class shares. Capital Reserves Class of each fund currently pays FDC
a monthly 12b-1 (distribution) fee at an annual rate of 0.25% of its average net assets throughout the month.
Prospectus
Fund Services - continued
In addition, pursuant to each Capital Reserves Class plan, Capital Reserves Class of each fund pays FDC a monthly 12b-1 (service) fee at an
annual rate of 0.25% of Capital Reserves Class's average net assets throughout the month for providing shareholder support services.
FDC may reallow to intermediaries (such as banks, broker-dealers, and other service-providers), including its affiliates, up to an annual rate of
0.25% of average net assets they maintain, for providing services intended to result in the sale of Capital Reserves Class shares and, up to an
annual rate of 0.25% of average net assets they maintain, for providing shareholder support services.
Any fees paid out of the class's assets on an ongoing basis pursuant to a Distribution and Service Plan will increase the cost of your investment
and may cost you more than paying other types of sales charges.
In addition, each plan specifically recognizes that FMR may make payments from its management fee revenue, past profits, or other resources to
FDC for expenses incurred in connection with providing services intended to result in the sale of Capital Reserves Class shares and/or shareholder support services, including payments of significant amounts made to intermediaries that provide those services. Currently, the Board of Trustees of each fund has authorized such payments for Capital Reserves Class. Please speak with your investment professional to learn more about
any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional
charges. You should also consult disclosures made by your investment professional at the time of purchase.
No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than
those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been authorized by the funds or FDC. This prospectus and the related SAI do
not constitute an offer by the funds or by FDC to sell shares of the funds to or to buy shares of the funds from any person to whom it is unlawful
to make such offer.
Prospectus
Appendix
The financial highlights tables are intended to help you understand Capital Reserves Class's financial history for the past 5 years. Certain information reflects financial results for a single class share. The total returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the class (assuming reinvestment of all dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report, along with each fund's financial highlights and financial statements, is included in each fund's annual report. A free copy of the annual report is available upon request.
Prime Fund - Capital Reserves Class
|
<R>
Years ended October 31,
|
2012
|
2011
|
2010
|
2009
|
2008
</R>
|
|
<R>
Selected Per-Share Data
|
|
|
|
|
</R>
|
|
<R>
Net asset value, beginning of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Income from Investment Operations
|
|
|
|
|
</R>
|
|
<R>
Net investment income (loss)
|
-
C
|
-
C
|
-
C
|
.004
|
.027
</R>
|
|
<R>
Net realized and unrealized gain (loss)
C
|
-
|
-
|
-
|
-
|
-
</R>
|
|
<R>
Total from investment operations
|
-
C
|
-
C
|
-
C
|
.004
|
.027
</R>
|
|
<R>
Distributions from net investment income
|
-
C
|
-
C
|
-
C
|
(.004)
|
(.027)
</R>
|
|
<R>
Distributions from net realized gain
|
-
|
-
|
-
C
|
-
|
-
</R>
|
|
<R>
Total distributions
|
-
C
|
-
C
|
-
C
|
(.004
)
|
(.027
)
</R>
|
|
<R>
Net asset value, end of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Total Return
A
|
.01%
|
.01%
|
.02%
|
.41%
|
2.71%
</R>
|
|
<R>
Ratios to Average Net Assets
B
|
|
|
|
|
</R>
|
|
<R>
Expenses before reductions
|
.98%
|
.99%
|
.98%
|
1.02%
|
.99%
</R>
|
|
<R>
Expenses net of fee waivers, if any
|
.34%
|
.34%
|
.41%
|
.86%
|
.95%
</R>
|
|
<R>
Expenses net of all reductions
|
.34%
|
.34%
|
.41%
|
.86%
|
.95%
</R>
|
|
<R>
Net investment income (loss)
|
.01%
|
.01%
|
.01%
|
.40%
|
2.65%
</R>
|
|
<R>
Supplemental Data
|
|
|
|
|
</R>
|
|
<R>
Net assets, end of period (in millions)
|
$ 9,322
|
$ 9,039
|
$ 9,169
|
$ 11,750
|
$ 13,342
</R>
|
<R>
A
Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
</R>
<R>
B
Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the class during
periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net
expenses paid by the class.
</R>
<R>
C
Amount represents less than $.001 per share.
</R>
Prospectus
Tax-Exempt Fund - Capital Reserves Class
|
<R>
Years ended October 31,
|
2012
|
2011
|
2010
|
2009
|
2008
</R>
|
|
<R>
Selected Per-Share Data
|
|
|
|
|
</R>
|
|
<R>
Net asset value, beginning of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Income from Investment Operations
|
|
|
|
|
</R>
|
|
<R>
Net investment income (loss)
|
-
D
|
-
D
|
-
D
|
-
D
|
.016
</R>
|
|
<R>
Net realized and unrealized gain (loss)
D
|
-
|
-
|
-
|
-
|
-
</R>
|
|
<R>
Total from investment operations
|
-
D
|
-
D
|
-
D
|
-
D
|
.016
</R>
|
|
<R>
Distributions from net investment income
|
-
D
|
-
D
|
-
D
|
-
D
|
(.016)
</R>
|
|
<R>
Distributions from net realized gain
|
-
|
-
|
-
|
-
|
-
D
</R>
|
|
<R>
Total distributions
|
-
D
|
-
D
|
-
D
|
-
D
|
(.016
)
</R>
|
|
<R>
Net asset value, end of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Total Return
A
|
.01%
|
.01%
|
.01%
|
.02%
|
1.62%
</R>
|
|
<R>
Ratios to Average Net Assets
B, C
|
|
|
|
|
</R>
|
|
<R>
Expenses before reductions
|
.97%
|
.97%
|
.97%
|
1.01%
|
.98%
</R>
|
|
<R>
Expenses net of fee waivers, if any
|
.17%
|
.22%
|
.28%
|
.63%
|
.95%
</R>
|
|
<R>
Expenses net of all reductions
|
.17%
|
.22%
|
.28%
|
.63%
|
.86%
</R>
|
|
<R>
Net investment income (loss)
|
.01%
|
.01%
|
.01%
|
.02%
|
1.56%
</R>
|
|
<R>
Supplemental Data
|
|
|
|
|
</R>
|
|
<R>
Net assets, end of period (in millions)
|
$ 402
|
$ 399
|
$ 371
|
$ 452
|
$ 660
</R>
|
<R>
A
Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
</R>
<R>
B
Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.
</R>
<R>
C
Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the class during
periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net
expenses paid by the class.
</R>
<R>
D
Amount represents less than $.001 per share.
</R>
Prospectus
Appendix - continued
Treasury Fund - Capital Reserves Class
|
<R>
Years ended October 31,
|
2012
|
2011
|
2010
|
2009
|
2008
</R>
|
|
<R>
Selected Per-Share Data
|
|
|
|
|
</R>
|
|
<R>
Net asset value, beginning of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Income from Investment Operations
|
|
|
|
|
</R>
|
|
<R>
Net investment income (loss)
|
-
C
|
-
C
|
-
C
|
-
C
|
.016
</R>
|
|
<R>
Net realized and unrealized gain (loss)
C
|
-
|
-
|
-
|
-
|
-
</R>
|
|
<R>
Total from investment operations
|
-
C
|
-
C
|
-
C
|
-
C
|
.016
</R>
|
|
<R>
Distributions from net investment income
|
-
C
|
-
C
|
-
C
|
-
C
|
(.016)
</R>
|
|
<R>
Distributions from net realized gain
|
-
|
-
|
-
C
|
-
|
-
</R>
|
|
<R>
Total distributions
|
-
C
|
-
C
|
-
C
|
-
C
|
(.016
)
</R>
|
|
<R>
Net asset value, end of period
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
$ 1.00
</R>
|
|
<R>
Total Return
A
|
.01%
|
.01%
|
.01%
|
.02%
|
1.56%
</R>
|
|
<R>
Ratios to Average Net Assets
B
|
|
|
|
|
</R>
|
|
<R>
Expenses before reductions
|
.98%
|
.98%
|
.97%
|
1.00%
|
.98%
</R>
|
|
<R>
Expenses net of fee waivers, if any
|
.14%
|
.14%
|
.22%
|
.48%
|
.87%
</R>
|
|
<R>
Expenses net of all reductions
|
.14%
|
.14%
|
.22%
|
.48%
|
.87%
</R>
|
|
<R>
Net investment income (loss)
|
.01%
|
.01%
|
.01%
|
.02%
|
1.42%
</R>
|
|
<R>
Supplemental Data
|
|
|
|
|
</R>
|
|
<R>
Net assets, end of period (in millions)
|
$ 1,365
|
$ 1,300
|
$ 1,126
|
$ 1,671
|
$ 3,063
</R>
|
<R>
A
Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
</R>
<R>
B
Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from brokerage service arrangements or reductions from other expense offset arrangements
and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from brokerage service
arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
</R>
<R>
C
Amount represents less than $.001 per share.
</R>
Prospectus
Notes
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For individual investors opening an account:
When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify
you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.
For investors other than individuals:
When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may
be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide
documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
|
You can obtain additional information about the funds. A description of each fund's policies and procedures for disclosing its holdings is available in the funds' SAI and on Fidelity's web
sites. The SAI also includes more detailed information about each fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). Each fund's
annual and semi-annual reports also include additional information.
For a free copy of any of these documents or to request other information or ask questions about a fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at
www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.
|
The SAI, the funds' annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web
site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the funds, including the funds' SAI, at the SEC's Public Reference Room in Washington,
D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
Investment Company Act of 1940, File Number, 811-03518
|
FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at
202-371-8300.
<R>Fidelity, Fidelity Investments & Pyramid Design, and Fidelity Money Line are registered service marks of FMR LLC. © 2012 FMR LLC. All rights reserved.</R>
<R>The third-party marks appearing above are the marks of their respective owners.</R>
<R>1.538628.115 DMFR-PRO-1212</R>
Fidelity
®
Cash Management Funds
Treasury Fund
|
Class
/Ticker
|
|
Advisor B
/FDBXX
Advisor C
/FDCXX
|
|
|
Prospectus
<R>
December 29, 2012
</R>
Contents
Prospectus
Fund Summary
Fund
/Class:
Treasury Fund
/Advisor B (Class B), Advisor C (Class C)
The fund seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Fee Table
The following table describes the fees and expenses that may be incurred when you buy, hold, or sell shares of the fund.
|
Shareholder fees
(fees paid directly from your investment)
|
|
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Class B
|
|
Class C
|
|
Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)
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5.00%
A
|
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1.00%
B
|
A
Maximum contingent deferred sales charge (CDSC) declines over 6 years from 5.00% to 0%.
B
On Class C shares redeemed less than one year after purchase.
Annual class operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
<R>
|
Class B
|
|
Class
C</R>
|
|
<R>
Management fee
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0.25%
|
|
0.25%
</R>
|
|
<R>
Distribution and/or Service (12b-1) fees
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1.00%
|
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1.00%
</R>
|
|
<R>
Other expenses
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0.24%
|
|
0.24%
</R>
|
|
<R>
Total annual operating expenses
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1.49%
|
|
1.49%
</R>
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Prospectus
Fund Summary - continued
This
example
helps compare the cost of investing in the fund with the cost of investing in other mutual funds.
Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for
shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest
actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated and if you hold your shares:
<R>
|
Class B
|
Class C</R>
|
|
<R>
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
</R>
|
|
<R>
1 year
|
$ 652
|
$ 152
|
$ 252
|
$ 152
</R>
|
|
<R>
3 years
|
$ 771
|
$ 471
|
$ 471
|
$ 471
</R>
|
|
<R>
5 years
|
$ 1,013
|
$ 813
|
$ 813
|
$ 813
</R>
|
|
<R>
10 years
|
$ 1,180
|
$ 1,180
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$ 1,779
|
$ 1,779
</R>
|
Principal Investment Strategies
-
Normally investing at least 80% of assets in U.S. Treasury securities and repurchase agreements for those securities.
-
Investing in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, and diversification
of investments.
Principal Investment Risks
-
Interest Rate Changes.
Interest rate increases can cause the price of a money market security to decrease.
-
Issuer-Specific Changes.
A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a
security can cause the price of a money market security to decrease.
An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in
the fund.
Performance
The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the
performance of the fund's shares from year to year. Past performance is not an indication of future performance.
Visit www.advisor.fidelity.com for updated return information.
Prospectus
Year-by-Year Returns
The returns in the bar chart do not reflect any applicable sales charges; if sales charges were reflected, returns would be lower than those
shown.
|
<R>
Calendar Years
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
</R>
|
|
<R>
|
0.39%
|
0.11%
|
0.19%
|
1.76%
|
3.59%
|
3.56%
|
0.68%
|
0.01%
|
0.01%
|
0.01%
</R>
|
<R>
</R>
|
<R>
During the periods shown in the chart
for Class B:
|
Returns
|
Quarter ended
</R>
|
|
<R>
Highest Quarter Return
|
0.98%
|
December 31, 2006
</R>
|
|
<R>
Lowest Quarter Return
|
0.00%
|
March 31, 2009
</R>
|
|
<R>
Year-to-Date Return
|
0.01%
|
September 30, 2012
</R>
|
Average Annual Returns
Unlike the returns in the bar chart, the returns in the table reflect the maximum applicable sales charges.
|
<R>
For the periods ended
December 31, 2011
|
Past 1
year
|
Past 5
years
|
Past 10
years
</R>
|
|
<R>
Class B
|
-4.99%
|
0.46%
|
1.02%
</R>
|
|
<R>
Class C
|
-0.99%
|
0.85%
|
1.02%
</R>
|
Investment Advisers
Fidelity Management & Research Company (FMR) is the fund's manager. Fidelity Investments Money Management, Inc. (FIMM) and other investment advisers serve as sub-advisers for the fund.
Purchase and Sale of Shares
You may buy or sell Class B and Class C shares of the fund through a retirement account or through an investment professional. You may buy or
sell shares in various ways:
|
Internet
www.advisor.fidelity.com
|
|
Phone
If you are investing through a broker-dealer or insurance representative 1-800-522-7297
If you are investing through a bank representative 1-877-208-0098
|
|
Mail
|
|
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
|
Overnight Express:
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015
|
Subject to certain limited exceptions described in the Additional Information about the Purchase and Sale of Shares section of the prospectus,
the fund no longer accepts investments in Class B shares. Any purchase order for Class B shares of the fund (other than from an existing Class
B shareholder pursuant to an exchange or the reinvestment of dividends and capital gain distributions paid on Class B shares) will be deemed
to be a purchase order for Daily Money Class shares of the fund.
The price to buy one share of Class B or Class C is its net asset value per share (NAV). Your shares will be bought at the NAV next calculated
after your order is received in proper form.
The price to sell one share of Class B or Class C is its NAV, minus any applicable contingent deferred sales charge (CDSC). Your shares will be sold
at the NAV next calculated after your order is received in proper form, minus any applicable CDSC.
The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio
instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests.
|
Initial Purchase Minimum
|
|
|
By Exchange from:
|
|
|
• Class B or Class C shares of Fidelity funds that offer Advisor classes of shares
|
$1,000
|
|
• Fidelity Advisor Traditional IRA, Roth IRA, Rollover IRA, Simplified Employee Pension-IRA, and Keogh accounts
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$500
|
|
Fidelity Advisor Systematic Exchange Program account
|
None
|
The fund may waive or lower purchase minimums in other circumstances.
After a maximum of seven years from the initial purchase date, Class B shares convert automatically to Daily Money Class shares of the fund at
NAV.
Tax Information
Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may
also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later,
upon withdrawal of your investment from such account).
Payments to Broker-Dealers and Other Financial Intermediaries
The fund, FMR, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, including banks, broker-dealers, or other service-providers (who may be affiliated with FMR or FDC), for the sale of fund shares and related services. These payments may create a
conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your
investment professional or visit your intermediary's web site for more information.
Prospectus
Fund Basics
Investment Objective
The fund
seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Principal Investment Strategies
FMR normally invests at least 80% of the fund's assets in U.S. Treasury securities and repurchase agreements for those securities. FMR does not
enter into reverse repurchase agreements for the fund.
In buying and selling securities for the fund, FMR complies with industry-standard regulatory requirements for money market funds regarding the
quality, maturity, and diversification of the fund's investments. FMR stresses maintaining a stable $1.00 share price, liquidity, and income.
Description of Principal Security Types
Money market securities
are high-quality, short-term securities that pay a fixed, variable, or floating interest rate. Securities are often specifically
structured so that they are eligible investments for a money market fund. For example, in order to satisfy the maturity restrictions for a money market fund, some money market securities have demand or put features, which have the effect of shortening the security's maturity. Money market
securities include bank certificates of deposit, bankers' acceptances, bank time deposits, notes, commercial paper, and U.S. Government securities.
U.S. Government securities
are high-quality securities issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S.
Government. U.S. Government securities may be backed by the full faith and credit of the U.S. Treasury, the right to borrow from the U.S. Treasury, or the agency or instrumentality issuing or guaranteeing the security.
A
repurchase agreement
is an agreement to buy a security at one price and a simultaneous agreement to sell it back at an agreed-upon price.
Principal Investment Risks
Many factors affect the fund's performance. The fund's yield will change daily based on changes in interest rates and other market conditions.
Although the fund is managed to maintain a stable $1.00 share price, there is no guarantee that the fund will be able to do so. For example, a
major increase in interest rates or a decrease in the credit quality of the issuer of one of the fund's investments could cause the fund's share
price to decrease. It is important to note that neither the fund's share price nor its yield is guaranteed by the U.S. Government.
The following factors can significantly affect the fund's performance:
Interest Rate Changes.
Money market securities have varying levels of sensitivity to changes in interest rates. In general, the price of a money
market security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities can be more sensitive to
interest rate changes. Short-term securities tend to react to changes in short-term interest rates.
Prospectus
Issuer-Specific Changes.
Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions
that affect a particular type of issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or
counterparty, which can affect a security's or instrument's credit quality or value. Entities providing credit support or a maturity-shortening
structure also can be affected by these types of changes. If the structure of a security fails to function as intended, the security could decline in
value.
In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy (including leaving a
significant portion of the fund's assets uninvested) for defensive purposes. Uninvested assets do not earn income for a fund, which may have a
significant negative impact on the fund's yield and may prevent the fund from achieving its investment objective.
Fundamental Investment Policies
The following policy is fundamental, that is, subject to change only by shareholder approval:
Treasury Fund
seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Shareholder Notice
The following policy is subject to change only upon 60 days' prior notice to shareholders:
Treasury Fund
normally invests at least 80% of its assets in U.S. Treasury securities and repurchase agreements for those securities.
The fund is open for business each day the NYSE is open. Even if the NYSE is closed, the fund will be open for business on those days on which
the New York Fed is open, the primary trading markets for the fund's portfolio instruments are open, and the fund's management believes there
is an adequate market to meet purchase and redemption requests.
A class's NAV is the value of a single share. Fidelity normally calculates each class's NAV as of the close of business of the NYSE, normally 4:00
p.m. Eastern time. The fund's assets normally are valued as of this time for the purpose of computing each class's NAV.
NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the
Securities and Exchange Commission (SEC).
To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets
may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.
The fund's assets are valued on the basis of amortized cost.
Prospectus
Shareholder Information
General Information
Subject to certain limited exceptions described below, the fund no longer accepts investments in Class B shares.
Existing Class B
shareholders may continue (i) to hold their Class B shares (including any Class B shares acquired pursuant to an exchange or the reinvestment
of dividends and capital gain distributions), (ii) to exchange their Class B shares for Class B shares of other Fidelity funds that offer Advisor
classes of shares, and (iii) to add to their accounts through the reinvestment of dividends and capital gain distributions paid on Class B shares,
in each case until those Class B shares automatically convert to Daily Money Class shares under the existing conversion schedule.
Any purchase order for Class B shares of the fund (other than pursuant to an exchange or the reinvestment of dividends and capital
gain distributions) will be deemed to be a purchase order for Daily Money Class shares of the fund.
You may buy or sell Class B or Class C shares of the fund through a retirement account or an investment professional. When you invest through a
retirement account or an investment professional, the procedures for buying, selling, and exchanging Class B or Class C shares of the fund and
the account features and policies may differ. Additional fees may also apply to your investment in Class B or Class C shares of the fund, including a transaction fee if you buy or sell Class B or Class C shares of the fund through a broker or other investment professional.
You should include the following information with any order to buy, sell, or exchange shares:
-
Your name;
-
Your account number;
-
Name of fund whose shares you want to buy or sell; and
-
Dollar amount or number of shares you want to buy or sell.
Certain methods of contacting Fidelity, such as by telephone, may be unavailable or delayed (for example, during periods of unusual market
activity).
The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.
Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing
costs to the fund (such as spreads paid to dealers who sell money market instruments to a fund) and disrupting portfolio management strategies.
FMR anticipates that shareholders will purchase and sell shares of the fund frequently because a money market fund is designed to offer investors a liquid cash option. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive trading of
money market fund shares and the fund accommodates frequent trading.
Prospectus
Shareholder Information - continued
The fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in FMR's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.
The fund has no limit on purchase or exchange transactions. The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive or disruptive trading than those stated in this prospectus.
Buying Shares
Class B and Class C shares of the fund may be bought directly only in connection with the Fidelity Advisor Systematic Exchange Program (the
Program) for purposes of exchanging into Class B or Class C shares, as applicable, of Fidelity funds that offer Advisor classes of shares or by
exchange from Class B or Class C shares of Fidelity funds that offer Advisor classes of shares.
Class B and Class C shares bought in connection with the Program must be exchanged into Class B or Class C shares of Fidelity funds that offer
Advisor classes of shares within 18 months of purchase. For more information regarding the Program, see "Account Features and Policies" beginning on page
(Click Here).
The price to buy one share of Class B or Class C is its NAV. Class B or Class C shares are sold without a front-end sales charge, but may be subject to a CDSC upon redemption.
Your investment professional can help you choose the class of shares that best suits your investment needs.
Your shares will be bought at the NAV next calculated after your order is received in proper form.
It is the responsibility of your investment professional to transmit your order to buy shares to Fidelity before the close of business on the day you
place your order.
The fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an order in
proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order is received by the authorized intermediary. Orders by funds of funds for which FMR or an affiliate serves as investment manager will be treated as
received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.
There is no minimum balance or purchase minimum for certain Fidelity retirement accounts funded through salary deduction, or fund positions
opened with the proceeds of distributions from such retirement accounts or from a Fidelity systematic withdrawal service. In addition, the fund
may waive or lower purchase minimums in other circumstances.
The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.
Prospectus
If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.
If when you place your wire purchase order you indicate that Fidelity will receive your wire that day, your wire must be received in proper form
by Fidelity at the applicable fund's designated wire bank before the close of the Federal Reserve Wire System on the day of purchase.
Class B and Class C shares can be bought or sold through investment professionals using an automated order placement and settlement system
that guarantees payment for orders on a specified date.
Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and
the monies may be withheld.
Selling Shares
The price to sell one share of Class B or Class C is its NAV, minus any applicable CDSC.
Your shares will be sold at the NAV next calculated after your order is received in proper form, minus any applicable CDSC. Normally, redemptions
will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment
would adversely affect the fund.
It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you
place your order.
The fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order in
proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received by
the authorized intermediary, minus any applicable CDSC. Orders by funds of funds for which FMR or an affiliate serves as investment manager will
be treated as received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.
A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include
a signature guarantee in certain circumstances, such as:
-
When you wish to sell more than $100,000 worth of shares;
-
When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an
address different than the record address;
-
When you are requesting that redemption proceeds be paid to someone other than the account owner; or
-
In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker-dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.
Prospectus
Shareholder Information - continued
When you place an order to sell shares, note the following:
-
If you are selling some but not all of your shares, keep your fund balance above the required minimum to keep your fund position open, except
fund positions not subject to balance minimums.
-
You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large redemptions.
-
Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been
received and collected.
-
Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the
NYSE is restricted, or as permitted by the SEC.
-
Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of the fund.
-
You will not receive interest on amounts represented by uncashed redemption checks.
-
Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted,
canceled, or processed and the proceeds may be withheld.
<R>To sell shares issued with certificates, call Fidelity for instructions. The fund does not currently issue share certificates.</R>
An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.
As a Class B or Class C shareholder, you have the privilege of exchanging Class B or Class C shares for Class B or Class C shares, as applicable, of
a Fidelity fund that offers Advisor classes of shares.
However, you should note the following policies and restrictions governing exchanges:
-
The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group if,
in FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would
otherwise potentially be adversely affected.
-
Before exchanging into a fund or class, read its prospectus.
-
The fund or class you are exchanging into must be available for sale in your state.
-
Exchanges may have tax consequences for you.
-
If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there
may be additional requirements.
Prospectus
-
Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled,
or processed and the proceeds may be withheld.
The fund may terminate or modify exchange privileges in the future.
Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged.
Check each fund's prospectus for details.
Features
The following features may be available to buy and sell shares of the fund. Visit www.advisor.fidelity.com or contact your investment professional
for more information.
|
Electronic Funds Transfer (Fidelity Advisor Money Line
®
): electronic money movement through the Automated
Clearing House
• To transfer money between a bank account and your fund account.
• You can use electronic funds transfer to:
-
Make periodic (automatic) purchases of shares.
-
Make periodic (automatic) redemptions of shares.
|
|
Wire: electronic money movement through the Federal Reserve wire system
• To transfer money between a bank account and your fund account.
|
|
Automatic Transactions: periodic (automatic) transactions
• To move money from your bank account to Class B or Class C of Treasury Fund.
• To move money from Class B or Class C of Treasury Fund to the same class of a Fidelity fund that offers Advisor classes of shares.
• To set up periodic redemptions from your Class B or Class C account to you or to your bank checking account.
|
Policies
The following policies apply to you as a shareholder.
Statements
that Fidelity sends to you include the following:
-
Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the
fund or another fund and certain transactions through automatic investment or withdrawal programs).
-
Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).
Prospectus
Shareholder Information - continued
To reduce expenses, only one copy of most financial reports and prospectuses may be mailed, even if more than one person in a household holds
shares of the fund. Call Fidelity at 1-877-208-0098 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, call Fidelity at 1-877-208-0098.
You may initiate many
transactions by telephone or electronically.
Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will
request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and
notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call
Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.
When you sign your
account application,
you will be asked to certify that your social security or taxpayer identification number (TIN) is correct and that you are not subject to backup withholding for failing to report income to the IRS. If you violate IRS regulations, the IRS can require the fund to withhold an amount subject to the applicable backup withholding rate from your taxable distributions and redemptions.
You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as
otherwise required under these and other federal regulations.
If your
fund balance
falls below $500 worth of shares for any reason and you do not increase your balance, Fidelity may sell all of your shares
and send the proceeds to you after providing you with at least 30 days' notice to reestablish the minimum balance. Your shares will be sold at the
NAV on the day Fidelity closes your fund position. Certain fund positions are not subject to these balance requirements and will not be closed for
failure to maintain a minimum balance.
Fidelity may charge a
fee for certain services,
such as providing historical account documents.
Dividends
and
Capital Gain Distributions
The fund earns interest, dividends, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund may also realize capital gains from its investments, and distributes these gains (less losses), if any, to shareholders as capital
gain distributions.
Prospectus
Distributions you receive from the fund consist primarily of dividends. The fund normally declares dividends daily and pays them monthly.
You may request to have dividends relating to Class B and Class C shares redeemed from an account closed during the month paid when the
account is closed. The fund reserves the right to limit this service.
Earning Dividends
The fund processes purchase and redemption requests only on days it is open for business.
Class B and Class C shares generally begin to earn dividends on the first business day following the day your payment is received.
Class B and Class C shares generally earn dividends until, but not including, the next business day following the day of redemption.
Exchange requests will be processed only when both funds are open for business.
Distribution Options
When you open an account, specify on your application how you want to receive your distributions. The following distribution options are available for each class:
1. Reinvestment Option.
Your dividends and capital gain distributions, if any, will be automatically reinvested in additional shares of the
same class of the fund. If you do not indicate a choice on your application, you will be assigned this option.
2. Cash Option.
Your dividends and capital gain distributions, if any, will be paid in cash.
Not all distribution options are available for every account. If the option you prefer is not listed on your account application, or if you want to
change your current option, contact your investment professional directly or call Fidelity.
If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may
be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.
As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged
retirement account, you should consider these tax consequences.
Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.
For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you
as ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, if any, are taxable to you generally as capital gains. Because the fund's income is primarily derived from interest, dividends from the fund generally will not qualify for the long-term capital gains tax rates available to individuals.
Prospectus
Shareholder Information - continued
Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option. If you elect to receive distributions in cash, you will receive certain December distributions in January, but those distributions will be taxable as if you received them on December 31.
Prospectus
Fund Services
The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.
FMR is the fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.
<R>As of December 31, 2011, FMR had approximately $1.0 billion in discretionary assets under management.</R>
As the manager, FMR has overall responsibility for directing the fund's investments and handling its business affairs.
FIMM serves as a sub-adviser for the fund. FIMM has day-to-day responsibility for choosing investments for the fund.
<R>FIMM is an affiliate of FMR. As of December 31, 2011, FIMM had approximately $602.4 billion in discretionary assets under management.</R>
Other investment advisers assist FMR with foreign investments:
-
<R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom,
serves as a sub-adviser for the fund. As of December 31, 2011, FMR U.K. had approximately $13.4 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR U.K. is an affiliate of FMR.</R>
-
<R>Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2011, FMR H.K. had approximately $7.1 billion in discretionary assets under management. FMR H.K.
may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services
for the fund. FMR H.K. is an affiliate of FMR.</R>
-
Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan,
serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the
United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR Japan is an affiliate of FMR.
From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market
or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and,
because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf
of any Fidelity fund.
Prospectus
The fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month.
The fund's annual management fee rate is 0.25% of its average net assets.
FMR pays FIMM, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.
<R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's
annual report for the fiscal period ended October 31, 2012.</R>
FMR may, from time to time, agree to reimburse a class for, or waive, management fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year.
Reimbursement or waiver arrangements can decrease expenses and boost performance.
The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.
FDC distributes each class's shares.
Intermediaries, including banks, broker-dealers, and other service-providers (who may be affiliated with FMR or FDC), may receive from FMR,
FDC, and/or their affiliates compensation for their services intended to result in the sale of class shares. This compensation may take the form
of:
-
sales charges and concessions
-
distribution and/or service (12b-1) fees
-
payments for additional distribution-related activities and/or shareholder services
-
payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary
These payments are described in more detail in this section and in the statement of additional information (SAI).
You may pay a sales charge when you sell your Class B or Class C shares.
FDC collects the sales charge.
Your Class B shares bought by exchange retain the CDSC schedule that was in effect when you originally bought the Class B shares that you exchanged for Class B shares of the fund.
Class B shares bought directly in connection with the Program may be assessed a CDSC, including for failure to maintain the account minimum,
based on the following schedule:
Prospectus
Fund Services - continued
From Date of Purchase
|
Contingent Deferred
Sales Charge
A
|
|
Less than 1 year
|
5%
|
|
1 year to less than 2 years
|
4%
|
|
2 years to less than 3 years
|
3%
|
|
3 years to less than 4 years
|
3%
|
|
4 years to less than 5 years
|
2%
|
|
5 years to less than 6 years
|
1%
|
|
6 years to less than 7 years
B
|
0%
|
A
The actual CDSC you pay may be higher or lower than those calculated using these percentages due to rounding. The impact of rounding may vary with the amount of your investment and the size of the
class's NAV.
B
After a maximum of seven years, Class B shares will convert automatically to Daily Money Class shares of the fund.
Except as provided below, investment professionals receive as compensation from FDC, at the time of sale, a concession equal to 4.00% of
your direct purchase of Class B shares. For purchases of Class B shares through reinvested dividends or capital gain distributions, investment
professionals do not receive a concession at the time of sale.
Class C shares may, upon redemption less than one year after purchase, for any reason, including failure to maintain the account minimum, be
assessed a CDSC of 1.00%. The actual CDSC you pay may be higher or lower than that calculated using this percentage due to rounding. The
impact of rounding may vary with the amount of your investment and the size of the class's NAV.
Except as provided below, investment professionals receive as compensation from FDC, at the time of sale, a concession equal to 1.00% of your
purchase of Class C shares. For purchases of Class C shares made for an intermediary-sponsored managed account program, employee benefit
plan, 403(b) program or plan covering a sole-proprietor (formerly Keogh/H.R. 10 plan) or through reinvestment of dividends or capital gain distributions, investment professionals do not receive a concession at the time of sale.
The CDSC for Class B and Class C shares will be calculated based on the lesser of the cost of the Class B or Class C shares, as applicable, at the
initial date of purchase or the value of those Class B or Class C shares, as applicable, at redemption, not including any reinvested dividends or
capital gains, if any. Class B and Class C shares acquired through reinvestment of dividends or capital gain distributions will not be subject to a
CDSC. In determining the applicability and rate of any CDSC at redemption, Class B or Class C shares representing reinvested dividends and
capital gains, if any, will be redeemed first, followed by those Class B or Class C shares that have been held for the longest period of time.
The CDSC may be waived on the redemption of shares (applies to Class B and Class C, unless otherwise noted):
1.
For disability or death;
2.
From employer-sponsored retirement plans (except SIMPLE IRAs, SEPs, and SARSEPs) starting the year in which age 70 1/2 is attained;
3.
For minimum required distributions from Traditional IRAs, Rollover IRAs, SIMPLE IRAs, SEPs, and SARSEPs (excludes Roth accounts) starting the year in which age 70 1/2 is attained;
Prospectus
4.
Through the Fidelity Advisor Systematic Withdrawal Program, if the amount does not exceed 12% of the account balance in a rolling
12-month period;
5.
(Applicable to Class C only) On which investment professionals did not receive a concession at the time of purchase; or
6.
(Applicable to Class B only) From the Fidelity Advisor 403(b) program.
Information on sales charge reductions and waivers is available free of charge on www.advisor.fidelity.com.
Reinstatement Privilege.
If you have sold all or part of your Class C shares, you may reinvest an amount equal to all or a portion of the redemption proceeds in the same class of the fund or a Fidelity fund that offers Advisor classes of shares, at the NAV next determined after receipt in proper form of your investment order, provided that such reinvestment is made within 90 days of redemption. Under these circumstances, the dollar
amount of the CDSC you paid, if any, will be reimbursed to you by reinvesting that amount in Class C shares.
You must reinstate your shares into an account with the same registration. This privilege may be exercised only once by a shareholder with respect to the fund and certain restrictions may apply. For purposes of the CDSC schedule, the holding period will continue as if the Class C
shares had not been redeemed. To qualify for the reinstatement privilege, you must notify Fidelity in writing in advance of your reinvestment.
Conversion Feature.
After a maximum of seven years from the initial date of purchase, Class B shares convert automatically to Daily Money
Class shares of the fund. Conversion to Daily Money Class shares will be made at NAV. At the time of conversion, a portion of the Class B shares
bought through the reinvestment of dividends or capital gains, if any, (Dividend Shares) will also convert to Daily Money Class shares. The portion
of Dividend Shares that will convert is determined by the ratio of your converting Class B non-Dividend Shares to your total Class B non-Dividend
Shares.
Daily Money Class shares are offered at NAV. Daily Money Class has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (1940 Act). Under the Plan, Daily Money Class currently pays FDC a monthly 12b-1 fee at an annual rate of
0.25% of its average net assets throughout the month. In addition, the Daily Money Class Plan recognizes that FMR may make payments from its
management fee revenue, past profits, or other resources to FDC for expenses incurred in connection with providing services intended to result
in the sale of Daily Money Class shares and/or shareholder support services, including payments made to intermediaries that provide those services. Currently, the Board of Trustees of the fund has authorized such payments.
Class B has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class B is authorized to pay
FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class B shares. Class B currently
pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.75% of its average net assets throughout the month.
Prospectus
Fund Services - continued
In addition, pursuant to the Class B plan, Class B pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class B's average net
assets throughout the month for providing shareholder support services.
FDC may reallow up to the full amount of this 12b-1 (service) fee to intermediaries (such as banks, broker-dealers, and other service-providers),
including its affiliates, for providing shareholder support services.
Class C has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class C is authorized to pay
FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class C shares. Class C currently
pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.75% of its average net assets throughout the month.
In addition, pursuant to the Class C plan, Class C pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class C's average net
assets throughout the month for providing shareholder support services.
Normally, after the first year of investment, FDC may reallow up to the full amount of the 12b-1 (distribution) fees to intermediaries (such as
banks, broker-dealers, and other service-providers), including its affiliates, for providing services intended to result in the sale of Class C shares
and may reallow up to the full amount of the 12b-1 (service) fee to intermediaries, including its affiliates, for providing shareholder support
services.
For purchases of Class C shares made for an intermediary-sponsored managed account program, employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan) or through reinvestment of dividends or capital gain distributions, during the first year
of investment and thereafter, FDC may reallow up to the full amount of this 12b-1 (distribution) fee paid by such shares to intermediaries, including its affiliates, for providing services intended to result in the sale of Class C shares and may reallow up to the full amount of this 12b-1
(service) fee paid by such shares to intermediaries, including its affiliates, for providing shareholder support services.
Any fees paid out of a class's assets on an ongoing basis pursuant to a Distribution and Service Plan will increase the cost of your investment and
may cost you more than paying other types of sales charges.
In addition, each plan specifically recognizes that FMR may make payments from its management fee revenue, past profits, or other resources to
FDC for expenses incurred in connection with providing services intended to result in the sale of the applicable class's shares and/or shareholder
support services, including payments of significant amounts made to intermediaries that provide those services. Currently, the Board of Trustees
of the fund has authorized such payments for Class B and Class C. Please speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional
charges. You should also consult disclosures made by your investment professional at the time of purchase.
Prospectus
No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than
those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to
make such offer.
Prospectus
STATEMENT OF ADDITIONAL INFORMATION
<R>
December 29, 2012
</R>
This statement of additional information (SAI) is not a prospectus. Portions of each fund's annual report are
incorporated herein. The annual report is supplied with this SAI.
<R>To obtain a free additional copy of a prospectus or SAI, dated December 29, 2012, or an annual report,
please call Fidelity at 1-877-208-0098 or visit Fidelity's web site at www.advisor.fidelity.com.</R>
For more information on any Fidelity fund, including charges and expenses, call Fidelity at the number
indicated above for a free prospectus. Read it carefully before investing or sending money.
<R>DMF-PTB-1212
1.539174.115</R>
TABLE OF CONTENTS
INVESTMENT
POLICIES
AND LIMITATIONS
The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of a fund's assets that may be invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such
security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.
A fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.
The following are each fund's fundamental investment limitations set forth in their entirety.
Diversification
For each fund:
The fund may not purchase the securities of any issuer, if, as a result, the fund would not comply with any applicable diversification requirements for a money market fund under the Investment Company Act of 1940 and the rules thereunder, as such may be amended from time to
time.
Senior Securities
For each fund:
The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.
Short Sales
For Tax-Exempt Fund:
The fund may not make short sales of securities.
Margin Purchases
For Tax-Exempt Fund:
The fund may not purchase any securities on margin, except for such short-term credits as are necessary for the clearance of transactions.
Borrowing
For each fund (other than Tax-Exempt Fund):
The fund may not borrow money, except that the fund may (i) borrow money for temporary or emergency purposes (not for leveraging or
investment) and (ii) engage in reverse repurchase agreements for any purpose; provided that (i) and (ii) in combination do not exceed 33 1/3%
of the fund's total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this
amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.
For Tax-Exempt Fund:
The fund may not borrow money, except for temporary or emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed the 33 1/3% of the fund's assets by reason of a decline in net assets will be reduced within three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.
Underwriting
For each fund:
The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.
Concentration
For Prime Fund:
The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry, except that the fund will invest more than 25% of its total assets in the financial services
industry.
<R>For purposes of the fund's concentration limitation discussed above, with respect to any investment in repurchase agreements
collateralized by U.S. Government securities, Fidelity Management & Research Company (FMR) looks through to the U.S. Government
securities.</R>
<R>For purposes of the fund's concentration limitation discussed above, FMR deems the financial services industry to include the
group of industries within the financial services sector.</R>
<R>For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular
issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party
classification provider used by FMR does not assign a classification.</R>
For Tax-Exempt Fund:
The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S. territory or possession or a state or local government,
or a political subdivision of any of the foregoing) if, as a result, more than 25% of the fund's total assets would be invested in securities of
companies whose principal business activities are in the same industry.
For purposes of the fund's concentration limitation discussed above, FMR identifies the issuer of a security depending on its terms
and conditions. In identifying the issuer, FMR will consider the entity or entities responsible for payment of interest and repayment of
principal and the source of such payments; the way in which assets and revenues of an issuing political subdivision are separated from
those of other political entities; and whether a governmental body is guaranteeing the security.
<R>For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular
issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party
classification provider used by FMR does not assign a classification.</R>
For Treasury Fund:
The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.
<R>For purposes of the fund's concentration limitation discussed above, with respect to any investment in repurchase agreements collateralized by U.S. Government securities, FMR looks through to the U.S. Government securities.</R>
<R>For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular
issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party
classification provider used by FMR does not assign a classification.</R>
Real Estate
For each fund (other than Tax-Exempt Fund):
The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate
business).
For Tax-Exempt Fund:
The fund may not purchase or sell real estate, but this shall not prevent the fund from investing in municipal bonds or other obligations secured
by real estate or interests therein.
Commodities
For each fund (other than Tax-Exempt Fund):
The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments.
For Tax-Exempt Fund:
The fund may not purchase or sell commodities or commodity (futures) contracts.
Loans
For each fund:
The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.
Oil, Gas, and Mineral Exploration Programs
For Tax-Exempt Fund:
The fund may not invest in oil, gas, or other mineral exploration or development programs.
Pooled Funds
For each fund:
The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the
fund.
The following investment limitations are not fundamental and may be changed without shareholder approval.
Diversification
For each fund:
The fund does not currently intend to purchase a security (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, or securities of other money market funds) if, as a result, more than 5% of its total assets would be invested in
securities of a single issuer; provided that the fund may invest up to 25% of its total assets in the first tier securities of a single issuer for up to
three business days.
For purposes of Tax-Exempt Fund's diversification limitation discussed above, FMR identifies the issuer of a security depending on
its terms and conditions. In identifying the issuer FMR will consider the entity or entities responsible for payment of interest and repayment of principal and the source of such payments; the way in which assets and revenues of an issuing political subdivision are separated
from those of other political entities; and whether a governmental body is guaranteeing the security.
For purposes of each fund's diversification limitation discussed above, certain securities subject to guarantees (including insurance,
letters of credit and demand features) are not considered securities of their issuer, but are subject to separate diversification requirements, in accordance with industry standard requirements for money market funds.
Short Sales
For Prime Fund and Treasury Fund:
The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.
Margin Purchases
For each fund (other than Tax-Exempt Fund):
The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.
Borrowing
For each fund (other than Tax-Exempt Fund):
The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party.
For Tax-Exempt Fund:
The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated
as borrowings for purposes of the fundamental borrowing investment limitation).
Illiquid Securities
For each fund:
The fund does not currently intend to purchase any security if, as a result, more than 5% of its total assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business within seven days at approximately the value ascribed to it by the fund.
For purposes of each fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 5% of its total assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.
Commodities
For Prime Fund and Treasury Fund:
The fund does not currently intend to purchase or sell futures contracts or call options. This limitation does not apply to options attached
to, or acquired or traded together with, their underlying securities, and does not apply to securities that incorporate features similar to options or futures contracts.
Loans
For Prime Fund and Treasury Fund:
The fund does not currently intend to lend assets other than securities to other parties, except by lending money (up to 15% of the fund's
net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser. (This limitation does
not apply to purchases of debt securities or to repurchase agreements.)
For Tax-Exempt Fund:
The fund does not currently intend to engage in repurchase agreements or make loans, but this limitation does not apply to purchases of debt
securities.
Pooled Funds
For each fund:
The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and limitations as the fund.
Shareholder Notice.
Prime Fund does not intend to purchase futures contracts or options on futures contracts. This operating policy may
be changed only upon approval by the Board of Trustees and 60 days' notice to shareholders.
Shareholder Notice.
Treasury Fund invests only in U.S. Treasury securities and repurchase agreements for those securities. This operating
policy may be changed only upon 90 days' notice to shareholders. Treasury Fund does not intend to purchase futures contracts or options on
futures contracts. This operating policy may be changed only upon approval by the Board of Trustees and 60 days' notice to shareholders.
The following pages contain more detailed information about types of instruments in which a fund may invest, techniques a fund's adviser
(or a sub-adviser) may employ in pursuit of the fund's investment objective, and a summary of related risks. A fund's adviser (or a sub-adviser)
may not buy all of these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its goal. However, a
fund's adviser (or a sub-adviser) is not required to buy any particular instrument or use any particular technique even if to do so might benefit
the fund.
On the following pages in this section titled "Investment Policies and Limitations," and except as otherwise indicated, references to "an
adviser" or "the adviser" may relate to a fund's adviser or a sub-adviser, as applicable.
Affiliated Bank Transactions.
A Fidelity fund may engage in transactions with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings.
In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.
Asset-Backed Securities
represent interests in pools of purchase contracts, financing leases, or sales agreements entered into by
municipalities, mortgages, loans, receivables, or other assets. Payment of interest and repayment of principal may be largely dependent upon the
cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including changes in interest rates, the availability of information
concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the
entities providing the credit enhancement. In addition, these securities may be subject to prepayment risk.
<R>
Borrowing.
Prime Fund, Tax-Exempt Fund, and Treasury Fund may make additional investments while borrowings are outstanding.</R>
Cash Management.
A fund may hold uninvested cash. A municipal fund's uninvested cash may earn credits that reduce fund expenses.
Central Funds
are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients. Central
funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs related
to their investment activity (such as custodial fees and expenses), but do not pay additional management fees to Fidelity. The investment results
of the portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those funds.
Domestic and Foreign Investments
include U.S. dollar-denominated time deposits, certificates of deposit, and bankers' acceptances of
U.S. banks and their branches located outside of the United States, U.S. branches and agencies of foreign banks, and foreign branches of foreign banks. Domestic and foreign investments may also include U.S. dollar-denominated securities issued or guaranteed by other U.S. or foreign issuers, including U.S. and foreign corporations or other business organizations, foreign governments, foreign government agencies or
instrumentalities, and U.S. and foreign financial institutions, including savings and loan institutions, insurance companies, mortgage bankers,
and real estate investment trusts, as well as banks.
The obligations of foreign branches of U.S. banks may not be obligations of the parent bank in addition to the issuing branch, and may be
limited by the terms of a specific obligation and by governmental regulation. Payment of interest and repayment of principal on these obligations may also be affected by governmental action in the country of domicile of the branch (generally referred to as sovereign risk) or by war or
civil conflict. In addition, settlement of trades may occur outside of the United States and evidence of ownership of portfolio securities may be
held outside of the United States. Accordingly, a fund may be subject to the risks associated with the settlement of trades and the holding of such
property overseas. Various provisions of federal law governing the establishment and operation of U.S. branches do not apply to foreign
branches of U.S. banks.
Obligations of U.S. branches and agencies of foreign banks may be general obligations of the parent bank in addition to the issuing branch,
or may be limited by the terms of a specific obligation and by federal and state regulation, as well as by governmental action in the country in
which the foreign bank has its head office.
Obligations of foreign issuers involve certain additional risks. These risks may include future unfavorable political and economic developments, withholding taxes, seizures of foreign deposits, currency controls, interest limitations, or other governmental restrictions that might
affect repayment of principal or payment of interest, or the ability to honor a credit commitment. Additionally, there may be less public information available about foreign entities. Foreign issuers may be subject to less governmental regulation and supervision than U.S. issuers. Foreign issuers also generally are not bound by uniform accounting, auditing, and financial reporting requirements comparable to those applicable
to U.S. issuers.
Illiquid Securities
cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.
Difficulty in selling securities may result in a loss or may be costly to a fund.
Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and, through
reports from the fund's adviser, the Board monitors investments in illiquid securities.
Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and
quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature
of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer,
any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to
dispose of the security, and the ability to assign or offset the rights and obligations of the security).
Increasing Government Debt.
The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily indicate or
cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.
A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able to
make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies, and can
prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.
On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to
"AA+" from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as "A-1+,"
there is no guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's Ratings
Services stated that its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices and yields of securities supported by the full faith and credit of the U.S. Government may be adversely affected by Standard & Poor's Ratings Services decisions to downgrade the long-term sovereign credit rating of the United States.
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Insolvency of Issuers, Counterparties, and Intermediaries.
Issuers of fund portfolio securities or counterparties to fund transactions that become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty,
increased illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets, where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets, and bankruptcy
laws differ from those of the U.S.</R>
<R>As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and
preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities
and the results of related proceedings can be unpredictable.</R>
<R>If a counterparty to a fund transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of
related fund assets or in exercising other rights against the counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate a transaction or obtain related assets or collateral in a timely fashion. Uncertainty
may also arise upon the insolvency of an intermediary with which a fund has pending transactions. If an intermediary becomes insolvent, while
securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also take time to resolve, which
may result in illiquid positions.</R>
Interfund Borrowing and Lending Program.
Pursuant to an exemptive order issued by the SEC, a Fidelity fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Municipal funds currently intend to participate in this program only as borrowers. A Fidelity fund will borrow through the program only when the costs are equal to or lower than the costs of bank loans. A Fidelity fund
will lend through the program only when the returns are higher than those available from an investment in repurchase agreements. Interfund
loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. A
Fidelity fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or additional borrowing costs.
Inverse Floaters
have variable interest rates that typically move in the opposite direction from movements in prevailing short-term interest
rate levels - rising when prevailing short-term interest rates fall, and falling when short-term interest rates rise. The prices of inverse floaters
can be considerably more volatile than the prices of other investments with comparable maturities and/or credit quality.
Investments by Funds of Funds or Other Large Shareholders.
Certain funds and accounts that are managed by FMR or its affiliates
(including funds of funds) invest in other funds and may at times have substantial investments in one or more other funds.
<R>A fund may experience large redemptions or investments due to transactions in fund shares by funds of funds, other large shareholders,
or similarly managed accounts. While it is impossible to predict the overall effect of these transactions over time, there could be an adverse
impact on a fund's performance. In the event of such redemptions or investments, a fund could be required to sell securities or to invest cash at a
time when it may not otherwise desire to do so. Such transactions may increase a fund's brokerage and/or other transaction costs and affect the
liquidity of a fund's portfolio. In addition, when funds of funds or other investors own a substantial portion of a fund's shares, a large redemption by such an investor could cause actual expenses to increase, or could result in the fund's current expenses being allocated over a smaller
asset base, leading to an increase in the fund's expense ratio. Redemptions of fund shares could also accelerate the realization of taxable capital
gains in the fund if sales of securities result in capital gains. The impact of these transactions is likely to be greater when a fund of funds or other
significant investor purchases, redeems, or owns a substantial portion of the fund's shares.</R>
<R>When possible, Fidelity will consider how to minimize these potential adverse effects, and may take such actions as it deems
appropriate to address potential adverse effects, including redemption of shares in-kind rather than in cash or carrying out the transactions over
a period of time, although there can be no assurance that such actions will be successful. A high volume of redemption requests can impact a
fund the same way as the transactions of a single shareholder with substantial investments.</R>
Money Market Securities
are high-quality, short-term obligations. Money market securities may be structured to be, or may employ a
trust or other form so that they are, eligible investments for money market funds. For example, put features can be used to modify the maturity
of a security or interest rate adjustment features can be used to enhance price stability. If a structure fails to function as intended, adverse tax or
investment consequences may result. Neither the Internal Revenue Service (IRS) nor any other regulatory authority has ruled definitively on
certain legal issues presented by certain structured securities. Future tax or other regulatory determinations could adversely affect the value,
liquidity, or tax treatment of the income received from these securities or the nature and timing of distributions made by a fund.
Municipal Insurance.
A municipal bond may be covered by insurance that guarantees the bond's scheduled payment of interest and repayment of principal. This type of insurance may be obtained by either (i) the issuer at the time the bond is issued (primary market insurance),
or (ii) another party after the bond has been issued (secondary market insurance).
Both primary and secondary market insurance guarantee timely and scheduled repayment of all principal and payment of all interest on a
municipal bond in the event of default by the issuer, and cover a municipal bond to its maturity, typically enhancing its credit quality and value.
Municipal bond insurance does not insure against market fluctuations or fluctuations in a fund's share price. In addition, a municipal bond
insurance policy will not cover: (i) repayment of a municipal bond before maturity (redemption), (ii) prepayment or payment of an acceleration
premium (except for a mandatory sinking fund redemption) or any other provision of a bond indenture that advances the maturity of the bond,
or (iii) nonpayment of principal or interest caused by negligence or bankruptcy of the paying agent. A mandatory sinking fund redemption may
be a provision of a municipal bond issue whereby part of the municipal bond issue may be retired before maturity.
Because a significant portion of the municipal securities issued and outstanding is insured by a small number of insurance companies, not
all of which have the highest credit rating, an event involving one or more of these insurance companies could have a significant adverse effect
on the value of the securities insured by that insurance company and on the municipal markets as a whole. Ratings of insured bonds reflect the
credit rating of the insurer, based on the rating agency's assessment of the creditworthiness of the insurer and its ability to pay claims on its
insurance policies at the time of the assessment. While the obligation of a municipal bond insurance company to pay a claim extends over the
life of an insured bond, there is no assurance that municipal bond insurers will meet their claims. A higher-than-anticipated default rate on
municipal bonds or in connection with other insurance the insurer provides could strain the insurer's loss reserves and adversely affect its
ability to pay claims to bondholders.
FMR may decide to retain an insured municipal bond that is in default, or, in FMR's view, in significant risk of default. While a fund holds a
defaulted, insured municipal bond, the fund collects interest payments from the insurer and retains the right to collect principal from the insurer
when the municipal bond matures, or in connection with a mandatory sinking fund redemption.
Municipal Leases
and participation interests therein may take the form of a lease, an installment purchase, or a conditional sale contract
and are issued by state and local governments and authorities to acquire land or a wide variety of equipment and facilities. Generally, a fund will
not hold these obligations directly as a lessor of the property, but will purchase a participation interest in a municipal obligation from a bank or
other third party. A participation interest gives the purchaser a specified, undivided interest in the obligation in proportion to its purchased
interest in the total amount of the issue.
Municipal leases frequently have risks distinct from those associated with general obligation or revenue bonds. State constitutions and
statutes set forth requirements that states or municipalities must meet to incur debt. These may include voter referenda, interest rate limits, or
public sale requirements. Leases, installment purchases, or conditional sale contracts (which normally provide for title to the leased asset to
pass to the governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting their
constitutional and statutory requirements for the issuance of debt. Many leases and contracts include "non-appropriation clauses" providing
that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such
purposes by the appropriate legislative body on a yearly or other periodic basis. Non-appropriation clauses free the issuer from debt issuance
limitations. If a municipality stops making payments or transfers its obligations to a private entity, the obligation could lose value or become
taxable.
Municipal Market Disruption Risk.
The value of municipal securities may be affected by uncertainties in the municipal market related to
legislation or litigation involving the taxation of municipal securities or the rights of municipal securities holders in the event of a bankruptcy.
Proposals to restrict or eliminate the federal income tax exemption for interest on municipal securities are introduced before Congress from
time to time. Proposals also may be introduced before state legislatures that would affect the state tax treatment of a municipal fund's distributions. If such proposals were enacted, the availability of municipal securities and the value of a municipal fund's holdings would be affected,
and the Trustees would reevaluate the fund's investment objectives and policies. Municipal bankruptcies are relatively rare, and certain provisions of the U.S. Bankruptcy Code governing such bankruptcies are unclear and remain untested. Further, the application of state law to municipal issuers could produce varying results among the states or among municipal securities issuers within a state. These legal uncertainties could
affect the municipal securities market generally, certain specific segments of the market, or the relative credit quality of particular securities.
Any of these effects could have a significant impact on the prices of some or all of the municipal securities held by a fund, making it more
difficult for a fund to maintain a stable net asset value per share (NAV).
Municipal securities may be susceptible to downgrade, default, and bankruptcy, particularly during economic downturns. Factors affecting
municipal securities include the budgetary constraints of local, state, and federal governments upon which the municipalities issuing municipal
securities may be relying for funding, as well as lower tax collections, fluctuations in interest rates, and increasing construction costs. Municipal securities are also subject to the risk that the perceived likelihood of difficulties in the municipal securities markets could result in increased
illiquidity, volatility, and credit risk. Certain municipal issuers may be unable to obtain additional financing through, or be required to pay
higher interest rates on, new issues, which may reduce revenues available for these municipal issuers to pay existing obligations. In addition,
certain municipal issuers may be unable to issue or market securities, resulting in fewer investment opportunities for funds investing in municipal securities.
Education.
In general, there are two types of education-related bonds: those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans. Bonds issued to supply educational institutions with funds are subject to the
risk of unanticipated revenue decline, primarily the result of decreasing student enrollment or decreasing state and federal funding. Among the
factors that may lead to declining or insufficient revenues are restrictions on students' ability to pay tuition, availability of state and federal funding, and general economic conditions. Student loan revenue bonds are generally offered by state (or substate) authorities or commissions and are
backed by pools of student loans. Underlying student loans may be guaranteed by state guarantee agencies and may be subject to reimbursement
by the United States Department of Education through its guaranteed student loan program. Others may be private, uninsured loans made to
parents or students which are supported by reserves or other forms of credit enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on program latitude and demand for loans. Cash flows supporting student
loan revenue bonds are impacted by numerous factors, including the rate of student loan defaults, seasoning of the loan portfolio, and student
repayment deferral periods of forbearance. Other risks associated with student loan revenue bonds include potential changes in federal legislation
regarding student loan revenue bonds, state guarantee agency reimbursement and continued federal interest and other program subsidies currently
in effect.
Electric Utilities.
The electric utilities industry has been experiencing, and will continue to experience, increased competitive pressures.
Federal legislation in the last two years will open transmission access to any electricity supplier, although it is not presently known to what
extent competition will evolve. Other risks include: (a) the availability and cost of fuel, (b) the availability and cost of capital, (c) the effects of
conservation on energy demand, (d) the effects of rapidly changing environmental, safety, and licensing requirements, and other federal, state,
and local regulations, (e) timely and sufficient rate increases, and (f) opposition to nuclear power.
Health Care.
The health care industry is subject to regulatory action by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for the health care industry is payments from the Medicare and Medicaid
programs. As a result, the industry is sensitive to legislative changes and reductions in governmental spending for such programs. Numerous
other factors may affect the industry, such as general and local economic conditions; demand for services; expenses (including malpractice
insurance premiums); and competition among health care providers. In the future, the following elements may adversely affect health care
facility operations: adoption of legislation proposing a national health insurance program; other state or local health care reform measures;
medical and technological advances which dramatically alter the need for health services or the way in which such services are delivered;
changes in medical coverage which alter the traditional fee-for-service revenue stream; and efforts by employers, insurers, and governmental
agencies to reduce the costs of health insurance and health care services.
Housing.
Housing revenue bonds are generally issued by a state, county, city, local housing authority, or other public agency. They generally are secured by the revenues derived from mortgages purchased with the proceeds of the bond issue. It is extremely difficult to predict the
supply of available mortgages to be purchased with the proceeds of an issue or the future cash flow from the underlying mortgages. Consequently, there are risks that proceeds will exceed supply, resulting in early retirement of bonds, or that homeowner repayments will create an
irregular cash flow. Many factors may affect the financing of multi-family housing projects, including acceptable completion of construction,
proper management, occupancy and rent levels, economic conditions, and changes to current laws and regulations.
Transportation.
Transportation debt may be issued to finance the construction of airports, toll roads, highways, or other transit facilities.
Airport bonds are dependent on the general stability of the airline industry and on the stability of a specific carrier who uses the airport as a hub.
Air traffic generally follows broader economic trends and is also affected by the price and availability of fuel. Toll road bonds are also affected
by the cost and availability of fuel as well as toll levels, the presence of competing roads and the general economic health of an area. Fuel costs
and availability also affect other transportation-related securities, as do the presence of alternate forms of transportation, such as public transportation.
Water and Sewer.
Water and sewer revenue bonds are often considered to have relatively secure credit as a result of their issuer's importance, monopoly status, and generally unimpeded ability to raise rates. Despite this, lack of water supply due to insufficient rain, run-off, or
snow pack is a concern that has led to past defaults. Further, public resistance to rate increases, costly environmental litigation, and Federal
environmental mandates are challenges faced by issuers of water and sewer bonds.
NRSROs.
The Board of Trustees has designated each of the following nationally recognized statistical rating organizations (NRSROs) as a
"designated NRSRO" pursuant to Rule 2a-7 under the 1940 Act: DBRS Ltd.; Fitch, Inc.; Moody's Investors Service, Inc.; and Standard &
Poor's Ratings Services.
Put Features
entitle the holder to sell a security back to the issuer or a third party at any time or at specified intervals. In exchange for this
benefit, a fund may accept a lower interest rate. Securities with put features are subject to the risk that the put provider is unable to honor the put
feature (purchase the security). Put providers often support their ability to buy securities on demand by obtaining letters of credit or other
guarantees from other entities. Demand features, standby commitments, and tender options are types of put features.
Reforms and Government Intervention in the Financial Markets.
Economic downturns can trigger various economic, legal, budgetary,
tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led the U.S. Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the
financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and their effects are uncertain.
Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the
regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Reforms may also change
the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in certain strategies.
Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of
fund investments.
The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may
experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by
increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or
foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted.
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Repurchase Agreements
involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a
separate account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental
amount. The value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In
addition, delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to
exercise its right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity fund may engage in repurchase
agreement transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.</R>
Restricted Securities
are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities
Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to
pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it
may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.
Reverse Repurchase Agreements.
In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such transactions may
increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage.
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Securities of Other Investment Companies,
including shares of closed-end investment companies (which include business
development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed
portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing
directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management
fees and operating expenses. For certain investment companies, such as BDCs, these expenses may be significant. Certain types of investment
companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a
premium or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.</R>
The extent to which a fund can invest in securities of other investment companies may be limited by federal securities laws.
Short Sales "Against the Box"
are short sales of securities that a fund owns or has the right to obtain (equivalent in kind or amount to the
securities sold short). Short sales against the box could be used to protect the NAV of a fund in anticipation of increased interest rates, without
sacrificing the current yield of the securities sold short. If a fund enters into a short sale against the box, it will be required to set aside securities
equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) and will be required to
hold such securities while the short sale is outstanding. A fund will incur transaction costs in connection with opening and closing short sales
against the box.
Sources of Liquidity or Credit Support.
Issuers may employ various forms of credit and liquidity enhancements, including letters of
credit, guarantees, swaps, puts, and demand features, and insurance provided by domestic or foreign entities such as banks and other financial
institutions. An adviser and its affiliates may rely on their evaluation of the credit of the issuer or the credit of the liquidity or credit enhancement provider for purposes of making initial and ongoing minimal credit risk determinations for a money market fund. In evaluating the credit
of a foreign bank or other foreign entities, factors considered may include whether adequate public information about the entity is available and
whether the entity may be subject to unfavorable political or economic developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment. Changes in the credit quality of the issuer and/or entity providing the enhancement could affect
the value of the security or a fund's share price.
Stripped Securities
are the separate income or principal components of a debt security. The risks associated with stripped securities are
similar to those of other money market securities, although stripped securities may be more volatile. U.S. Treasury securities that have been
stripped by a Federal Reserve Bank are obligations issued by the U.S. Treasury.
Privately stripped government securities are created when a dealer deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate receipts for the coupon payments and the principal payment, which the dealer
then sells.
Because the SEC does not consider privately stripped government securities to be U.S. Government securities for purposes of Rule 2a-7,
a fund must evaluate them as it would non-government securities pursuant to regulatory guidelines applicable to money market funds.
Temporary Defensive Policies.
Each of Prime Fund, Tax-Exempt Fund, and Treasury Fund reserves the right to hold a substantial amount
of uninvested cash for temporary, defensive purposes. In addition, Tax-Exempt Fund reserves the right to invest more than normally permitted
in federally taxable obligations for temporary, defensive purposes.
Tender Option Bonds
are created by depositing intermediate- or long-term, fixed-rate or variable rate, municipal bonds into a trust and
issuing two classes of trust interests (or "certificates") with varying economic interests to investors. Holders of the first class of trust interests,
or floating rate certificates, receive tax-exempt interest based on short-term rates and may tender the certificate to the trust at par. As consideration for providing the tender option, the trust sponsor (typically a bank, broker-dealer, or other financial institution) receives periodic fees. The
trust pays the holders of the floating rate certificates from proceeds of a remarketing of the certificates or from a draw on a liquidity facility
provided by the sponsor. A fund investing in a floating rate certificate effectively holds a demand obligation that bears interest at the prevailing
short-term tax-exempt rate. The floating rate certificate is typically an eligible security for money market funds. Holders of the second class of
interests, sometimes called the residual income certificates, are entitled to any tax-exempt interest received by the trust that is not payable to
floating rate certificate holders, and bear the risk that the underlying municipal bonds decline in value. In selecting tender option bonds, FMR
will consider the creditworthiness of the issuer of the underlying bond deposited in the trust, the experience of the custodian, and the quality of
the sponsor providing the tender option. In certain instances, the tender option may be terminated if, for example, the issuer of the underlying
bond defaults on interest payments.
Transfer Agent Bank Accounts.
Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a similar series of bank accounts.
If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the funds when opening, closing, and conducting
business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements. Any
balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with such an account are
investment risks of the funds. A fund faces the risk of loss of these balances if the bank becomes insolvent.
Variable and Floating Rate Securities
provide for periodic adjustments in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a
change in a designated benchmark rate or the issuer's credit quality, sometimes subject to a cap or floor on such rate. Some variable or floating
rate securities are structured with put features that permit holders to demand payment of the unpaid principal balance plus accrued interest from
the issuers or certain financial intermediaries.
When-Issued and Forward Purchase or Sale Transactions
involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.
When purchasing securities pursuant to one of these transactions, the purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. Because payment for the securities is not
required until the delivery date, these risks are in addition to the risks associated with a fund's investments. If a fund remains substantially fully
invested at a time when a purchase is outstanding, the purchases may result in a form of leverage. When a fund has sold a security pursuant to
one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could miss a favorable price or yield opportunity or suffer a loss.
A fund may renegotiate a when-issued or forward transaction and may sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.
PORTFOLIO
TRANSACTIONS
Orders for the purchase or sale of portfolio securities are placed on behalf of a fund by FMR pursuant to authority contained in the management contract. To the extent that FMR grants investment management authority to a sub-adviser (see the section entitled "Management Contracts"), that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with the
policies described in this section.
FMR or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion.
A fund will not incur any commissions or sales charges when it invests in shares of open-end investment companies (including any underlying central funds), but it may incur such costs when it invests directly in other types of securities.
Purchases and sales of equity securities on a securities exchange or over-the-counter (OTC) are effected through brokers who receive compensation for their services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal
transactions (in both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network (ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.
Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although
there is no stated brokerage commission paid by a fund for any fixed-income security, the price paid by a fund to an underwriter includes the
disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the spread
between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in underwritten fixed price offerings.
The Trustees of each fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio
securities transactions on behalf of each fund. The Trustees also review the compensation paid by each fund over representative periods of time
to determine if it was reasonable in relation to the benefits to the fund.
<R>
FMR.
</R>
The Selection of Securities Brokers and Dealers
FMR or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place a fund's
portfolio securities transactions. In selecting securities brokers, including affiliates of FMR, to execute a fund's portfolio securities transactions, FMR or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMR's or its affiliates'
overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio manager,
which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMR or its affiliates may choose to
execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade executions,
including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or sold, including
the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the liquidity and
depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with
FMR or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to the broker; the
degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for
payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.
The trading desks through which FMR or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
funds based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.
In seeking best qualitative execution for portfolio securities transactions, FMR or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. FMR or its
affiliates also may select a broker that charges more than the lowest available commission rate available from another broker. FMR or its
affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to
a second broker where a client does not permit trading with an affiliate of FMR or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection
of a futures commission merchant (FCM) is generally based on the overall quality of execution and other services provided by the FCM. FMR
or its affiliates may choose to execute futures transactions electronically.
FMR may enter into trading services agreements with its affiliates to facilitate transactions in non-United States markets.
The Acquisition of Brokerage and Research Products and Services
Brokers (who are not affiliates of FMR) that execute transactions for a fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMR or its
affiliates.
<R>
Research Products and Services.
These products and services may include, when permissible under applicable law: economic, industry, company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation;
compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMR or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and
research products and services supplement FMR's or its affiliates' own research activities in providing investment advice to the funds.</R>
<R>
Execution Services.
In addition, brokerage and research products and services may include, when permissible under applicable law,
those that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not
limited to, communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).</R>
Mixed-Use Products and Services.
Although FMR or its affiliates do not use fund commissions to pay for products or services that do not
qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMR's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMR or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").
Benefit to FMR.
FMR's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and
research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FMR or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the funds based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services that FMR or its affiliates receive are furnished by brokers on their own initiative,
either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services
may be provided at no additional cost to FMR or its affiliates or have no explicit cost associated with them. In addition, FMR or its affiliates
may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may
be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.
FMR's Decision-Making Process.
In connection with the allocation of fund brokerage, FMR or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMR or its affiliates, viewed in terms of the particular transaction for a fund or FMR's or its affiliates' overall responsibilities to a fund or other investment companies and investment accounts for which FMR or its affiliates have investment discretion; however, each
brokerage and research product or service received in connection with a fund's brokerage may not benefit the fund. While FMR or its affiliates
may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether compensation paid is reasonable, neither FMR, its affiliates, nor the funds incur an obligation to any broker, dealer, or third party to pay for any brokerage
and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these brokerage
and research products and services assist FMR or its affiliates in terms of their overall investment responsibilities to a fund or any other investment companies and investment accounts for which FMR or its affiliates have investment discretion. Certain funds or investment accounts
may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FMR or its affiliates.
Research Contracts.
FMR or its affiliates have arrangements with certain third-party research providers and brokers through whom FMR
or its affiliates effect fund trades, whereby FMR or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMR or its affiliates may
still cause a fund to pay more for execution than the lowest commission rate available from the broker providing research products and services
to FMR or its affiliates, or that may be available from another broker. FMR or its affiliates view hard dollar payments for research products and
services as likely to reduce a fund's total commission costs even though it is expected that in such hard dollar arrangements the commissions
available for recapture and used to pay fund expenses, as described below, will decrease. FMR's or its affiliates' determination to pay for
research products and services separately, rather than bundled with fund commissions, is wholly voluntary on FMR's or its affiliates' part and
may be extended to additional brokers or discontinued with any broker participating in this arrangement.
Commission Recapture
FMR or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMR) who have entered into arrangements
with FMR or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund to
offset that fund's expenses. Not all brokers with whom a fund trades have been asked to participate in brokerage commission recapture.
Affiliated Transactions
FMR or its affiliates may place trades with certain brokers, including National Financial Services LLC (NFS), with whom they are under
common control, provided FMR or its affiliates determine that these affiliates' trade execution abilities and costs are comparable to those of
non-affiliated, qualified brokerage firms. In addition, FMR or its affiliates may place trades with brokers that use NFS as a clearing agent.
<R>The Trustees of each fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in
which an affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a
principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the funds could purchase
in the underwritings.</R>
Non-U.S. Securities Transactions
To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.
Trade Allocation
Although the Trustees and officers of each fund are substantially the same as those of certain other funds managed by FMR or its affiliates,
investment decisions for each fund are made independently from those of other funds or investment accounts (including proprietary accounts)
managed by FMR or its affiliates. The same security is often held in the portfolio of more than one of these funds or investment accounts.
Simultaneous transactions are inevitable when several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security is suitable for the investment objective of more than one fund or investment account.
When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security, including a futures
contract, the prices and amounts are allocated in accordance with procedures believed by FMR to be appropriate and equitable to each fund or
investment account. In some cases this could have a detrimental effect on the price or value of the security as far as a fund is concerned. In other
cases, however, the ability of the funds to participate in volume transactions will produce better executions and prices for the funds.
<R>
Fidelity Investments Money Management, Inc. (FIMM).
</R>
<R>
The Selection of Securities Brokers and Dealers
</R>
<R>FIMM or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place a
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FIMM, to execute a fund's portfolio securities
transactions, FIMM or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FIMM's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager. Based on the factors considered, FIMM or its affiliates may choose to execute an order by using an electronic trading platform or by
calling one or more dealers. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity provided by individual brokers; the reliability of a broker; the broker's overall trading relationship with FIMM or its affiliates; the
trader's assessment of whether and how closely the broker likely will follow the trader's instructions to the broker; the degree of anonymity that
a particular broker can provide; the potential for avoiding or lessening market impact; the execution services rendered on a continuing basis;
the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable;
and the provision of additional brokerage and research products and services, if applicable.</R>
<R>The trading desks through which FIMM or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of
the funds based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.</R>
<R>FIMM may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets.</R>
<R>
The Acquisition of Brokerage and Research Products and Services
</R>
<R>Brokers (who are not affiliates of FIMM) that execute transactions for a fund may receive higher compensation from the fund than
other brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FIMM
or its affiliates.</R>
<R>
Research Products and Services.
These products and services may include, when permissible under applicable law: economic, industry, company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation;
compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FIMM or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage
and research products and services supplement FIMM's or its affiliates' own research activities in providing investment advice to the
funds.</R>
<R>
Execution Services.
In addition, brokerage and research products and services may include, when permissible under applicable law,
those that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not
limited to, communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).</R>
<R>
Mixed-Use Products and Services.
Although FIMM or its affiliates do not use fund commissions to pay for products or services that
do not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are
not used exclusively in FIMM's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FIMM or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").</R>
<R>
Benefit to FIMM.
FIMM's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and research products and services through their own efforts, or if they paid for these brokerage and research products or services with their
own resources. To minimize the potential for conflicts of interest, the trading desks through which FIMM or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the funds based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services FIMM or its affiliates receive are furnished by brokers on their own initiative, either
in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services may be
provided at no additional cost to FIMM or its affiliates or have no explicit cost associated with them. In addition, FIMM or its affiliates may
request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may be
provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.</R>
<R>
FIMM's Decision-Making Process.
In connection with the allocation of fund brokerage, FIMM or its affiliates make a good faith
determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products
and services provided to FIMM or its affiliates, viewed in terms of the particular transaction for a fund or FIMM's or its affiliates' overall
responsibilities to a fund or other investment companies and investment accounts for which FIMM or its affiliates have investment discretion;
however, each brokerage and research product or service received in connection with a fund's brokerage may not benefit the fund. While
FIMM or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining
whether compensation paid is reasonable, neither FIMM, its affiliates, nor the funds incur an obligation to any broker, dealer, or third party to
pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise.
Typically, these brokerage and research products and services assist FIMM or its affiliates in terms of their overall investment responsibilities
to a fund or any other investment companies and investment accounts for which FIMM or its affiliates have investment discretion. Certain
funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit
other funds or accounts managed by FIMM or its affiliates.</R>
<R>
Research Contracts.
FIMM or its affiliates have arrangements with certain third-party research providers and brokers through whom
FIMM or its affiliates effect fund trades, whereby FIMM or its affiliates may pay with fund commissions or hard dollars for all or a portion of
the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FIMM or its
affiliates may still cause a fund to pay more for execution than the lowest commission rate available from the broker providing research products and services to FIMM or its affiliates, or that may be available from another broker. FIMM or its affiliates view hard dollar payments for
research products and services as likely to reduce a fund's total commission costs. FIMM's or its affiliates' determination to pay for research
products and services separately, rather than bundled with fund commissions, is wholly voluntary on FIMM's or its affiliates' part and may be
extended to additional brokers or discontinued with any broker participating in this arrangement.</R>
<R>
Affiliated Transactions
</R>
<R>FIMM or its affiliates may place trades with certain brokers, including NFS, with whom they are under common control, provided
FIMM or its affiliates determine that these affiliates' trade execution abilities and costs are comparable to those of non-affiliated, qualified
brokerage firms. In addition, FIMM or its affiliates may place trades with brokers that use NFS as a clearing agent.</R>
<R>The Trustees of each fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in
which an affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a
principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the funds could purchase
in the underwritings.</R>
<R>
Non-U.S. Securities Transactions
</R>
<R>To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot
foreign currency transactions with foreign currency dealers.</R>
<R>
Trade Allocation
</R>
<R>Although the Trustees and officers of each fund are substantially the same as those of certain other funds managed by FIMM or its
affiliates, investment decisions for each fund are made independently from those of other funds or investment accounts (including proprietary
accounts) managed by FIMM or its affiliates. The same security is often held in the portfolio of more than one of these funds or investment
accounts. Simultaneous transactions are inevitable when several funds and investment accounts are managed by the same investment adviser,
or an affiliate thereof, particularly when the same security is suitable for the investment objective of more than one fund or investment account.</R>
<R>When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security, including a
futures contract, the prices and amounts are allocated in accordance with procedures believed by FIMM to be appropriate and equitable to each
fund or investment account. In some cases this could have a detrimental effect on the price or value of the security as far as a fund is concerned.
In other cases, however, the ability of the funds to participate in volume transactions will produce better executions and prices for the
funds.</R>
Commissions Paid
A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The
amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.
<R>During the fiscal year ended October 31, 2012, Prime Fund held securities issued by one or more of its regular brokers or dealers or a
parent company of its regular brokers or dealers. The following table shows the aggregate value of the securities of the regular broker or dealer
or parent company held by the fund as of the fiscal year ended October 31, 2012.</R>
|
<R>
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held</R>
|
|
<R>Prime Fund
|
Barclays PLC
|
$ 17,988,975</R>
|
|
<R>
|
Credit Suisse Group
|
$ 203,867,060</R>
|
|
<R>
|
JPMorgan Chase & Co.
|
$ 486,990,000</R>
|
|
<R>
|
Mizuho Financial Group, Inc.
|
$ 519,014,749</R>
|
|
<R>
|
UBS AG
|
$ 302,612,000</R>
|
<R>For the fiscal years ended October 31, 2012, 2011, and 2010, each fund paid no brokerage commissions.</R>
<R>During the fiscal year ended October 31, 2012, each fund paid no brokerage commissions to firms for providing research or brokerage
services.</R>
<R>During the twelve-month period ended September 30, 2012, each fund did not allocate brokerage commissions to firms for providing
research or brokerage services.</R>
VALUATION
Each class's NAV is the value of a single share. The NAV of each class is computed by adding the class's pro rata share of the value of the
applicable fund's investments, cash, and other assets, subtracting the class's pro rata share of the applicable fund's liabilities, subtracting the
liabilities allocated to the class, and dividing the result by the number of shares of that class that are outstanding.
The Board of Trustees has ultimate responsibility for pricing, but has delegated day-to-day valuation oversight responsibilities to FMR.
FMR has established the FMR Fair Value Committee to fulfill these oversight responsibilities.
Shares of open-end investment companies (including any underlying money market central funds) held by each fund are valued at their
respective NAVs.
Other portfolio securities and assets held by each fund, as well as portfolio securities and assets held by an underlying money market central
fund, are valued on the basis of amortized cost. This technique involves initially valuing an instrument at its cost as adjusted for amortization of
premium or accretion of discount rather than its current market value. The amortized cost value of an instrument may be higher or lower than
the price a fund would receive if it sold the instrument.
At such intervals as they deem appropriate, the Trustees consider the extent to which NAV calculated using market valuations would deviate from the $1.00 per share calculated using amortized cost valuation. If the Trustees believe that a deviation from a fund's amortized cost per
share may result in material dilution or other unfair results to shareholders, the Trustees have agreed to take such corrective action, if any, as
they deem appropriate to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results. Such corrective action could
include selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding dividends; redeeming shares in kind; establishing NAV by using available market quotations; and such other measures as the Trustees may deem
appropriate.
BUYING,
SELLING,
AND EXCHANGING INFORMATION
A fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this purpose
as they are valued in computing each class's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain or loss
for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon the sale of such securities or other property.
DISTRIBUTIONS
AND
TAXES
Dividends.
Because each fund's income is primarily derived from interest, dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders or the long-term capital gains tax rates available to individuals. To the extent
that a municipal fund's income is reported in a written statement to shareholders as federally tax-exempt interest, the dividends declared by the
fund will be federally tax-exempt, provided that the fund qualifies to pay tax-exempt dividends. In order to qualify to pay tax-exempt dividends, at least 50% of the value of the fund's total assets (including uninvested assets) must consist of tax-exempt municipal securities at the
close of each quarter of the fund's taxable year. Short-term capital gains are taxable at ordinary income tax rates.
Generally, Tax-Exempt Fund purchases municipal securities whose interest, in the opinion of bond counsel, is free from federal income tax
and from the federal alternative minimum tax (AMT). Neither FMR nor Tax-Exempt Fund guarantees that this opinion is correct, and there is
no assurance that the IRS will agree with bond counsel's opinion. Issuers or other parties generally enter into covenants requiring continuing
compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the security. If at any time the
covenants are not complied with, or if the IRS otherwise determines that the issuer did not comply with relevant tax requirements, interest
payments from a security could become federally taxable, possibly retroactively to the date the security was issued and you may need to file an
amended income tax return. For certain types of structured securities, the tax status of the pass-through of tax-free income may also be based on
the federal tax treatment of the structure.
Interest on certain "private activity" securities is subject to the federal AMT, although the interest continues to be excludable from gross
income for other tax purposes. Interest from private activity securities is a tax preference item for the purposes of determining whether a taxpayer is subject to the AMT and the amount of AMT to be paid, if any.
A portion of the gain on municipal bonds purchased at market discount after April 30, 1993 is taxable to shareholders as ordinary income,
not as capital gains.
Capital Gain Distributions.
Each fund may distribute any net realized capital gains once a year or more often (as legally permissible), as
necessary.
State and Local Tax Issues.
For mutual funds organized as business trusts, state law provides for a pass-through of the state and local
income tax exemption afforded to direct owners of U.S. Government securities. Some states limit this pass-through to mutual funds that invest
a certain amount in U.S. Government securities, and some types of securities, such as repurchase agreements and some agency-backed securities, may not qualify for this benefit. The tax treatment of your dividends from a fund will be the same as if you directly owned a proportionate
share of the U.S. Government securities. Because the income earned on certain U.S. Government securities is exempt from state and local
personal income taxes, the portion of dividends from a fund attributable to these securities will also be free from state and local personal income
taxes. The exemption from state and local personal income taxation does not preclude states from assessing other taxes on the ownership of
U.S. Government securities.
Tax Status of the Funds.
Each fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, each fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis (if the fiscal year is
other than the calendar year), and intends to comply with other tax rules applicable to regulated investment companies.
Other Tax Information.
The information above is only a summary of some of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your tax preparer to determine whether the
sale of shares of a fund resulted in a capital gain or loss or other tax consequence to you. In addition to federal income taxes, shareholders may
be subject to state and local taxes on fund distributions, and shares may be subject to state and local personal property taxes. Investors should
consult their tax advisers to determine whether a fund is suitable to their particular tax situation.
TRUSTEES
AND
OFFICERS
<R>The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and
is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year
to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of
the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each
of the Trustees oversees 207 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.</R>
<R>The Trustees 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) any Trustee
may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who
is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the month in which his or
her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The
executive officers 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. Except as indicated, each individual has held the office shown or other offices in
the same company for the past five years.</R>
Experience, Skills, Attributes, and Qualifications of the Funds' Trustees.
The Governance and Nominating Committee has adopted a
statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent
Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a
Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also
engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes,
and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current
Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating
Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as
their leadership of standing and ad hoc committees throughout their tenure.
In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders.
Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion
that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.
<R>
Board Structure and Oversight Function.
Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently
serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested
Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise
their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to
be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for
the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session.
Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and
management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.</R>
Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money market,
and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in
Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of
each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational
issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.
The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and
associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the
occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls
to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii)
creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and
implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or
through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by
the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with
FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. The Operations Committee also worked and continues to work with FMR to enhance the stress tests required under SEC regulations for money market funds. Appropriate personnel, including but not limited to the funds' Chief
Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel,
make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity
funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."
Interested Trustees
*:
Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston,
Massachusetts 02109.
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Name, Age; Principal Occupations and Other Relevant Experience
+
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<R>Abigail P. Johnson (50)</R>
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<R>
|
Year of Election or Appointment: 2009</R>
Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity
Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is
Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman
and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a
Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc.
(2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P.
Johnson and Mr. Arthur E. Johnson are not related.
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<R>James C. Curvey (77)</R>
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<R>
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Year of Election or Appointment: 2007</R>
Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of
Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and
Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR
LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of
Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
|
* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities
under common control with FMR.
+
The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for each fund.
Independent Trustees
:
Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
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Name, Age; Principal Occupations and Other Relevant Experience
+
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<R>Albert R. Gamper, Jr. (70)</R>
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<R>
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Year of Election or Appointment: 2006</R>
Mr. Gamper is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to
his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance).
During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman
(1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper
currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member
of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System.
Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds
(2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).
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<R>Robert F. Gartland (60)</R>
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<R>
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Year of Election or Appointment: 2010</R>
Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr.
Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his
retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing
Director (1987-2007).
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<R>Arthur E. Johnson (65)</R>
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<R>
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Year of Election or Appointment: 2008</R>
Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management,
2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting,
2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of
Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON
Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C.
Johnson 3d or Ms. Abigail P. Johnson.
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<R>Michael E. Kenneally (58)</R>
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<R>
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Year of Election or Appointment: 2009</R>
Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation
Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit
Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds,
2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA)
designation in 1991.
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<R>James H. Keyes (72)</R>
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<R>
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Year of Election or Appointment: 2007</R>
Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and
diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since
1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive,
building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies,
1984-2008).
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<R>Marie L. Knowles (66)</R>
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<R>
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Year of Election or Appointment: 2001</R>
Ms. Knowles is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present).
Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic
Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO
and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles
currently serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since
2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island
Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board
for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture
at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation
(copper mining and manufacturing, 1994-2007).
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<R>Kenneth L. Wolfe (73)</R>
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<R>
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Year of Election or Appointment: 2005</R>
Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer
(1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications
Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc.
(personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of the Fixed
Income and Asset Allocation Funds (2008-2012).
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+
The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for each fund.
Executive Officers
:
Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts
02109.
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Name, Age; Principal Occupation
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<R>John R. Hebble (54)</R>
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<R>
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Year of Election or Appointment: 2008
</R>
President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President
(2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term
Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity
Investments.
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<R>Charles S. Morrison (51)</R>
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<R>
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Year of Election or Appointment: 2012</R>
Vice President of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Morrison also serves as President, Fixed Income
and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market
Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market
Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain
Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of
Fidelity's Fixed Income Division.
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<R>Nancy D. Prior (45)</R>
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<R>
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Year of Election or Appointment: 2012</R>
Vice President of Fidelity's Money Market Funds. Ms. Prior also serves as President, Money Market Group of FMR
(2011-present) and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Managing Director
of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of
Fidelity's Fixed Income and Asset Allocation Funds (2008-2009).
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<R>Scott C. Goebel (44)</R>
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<R>
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Year of Election or Appointment: 2008
</R>
Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments
Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present);
Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General
Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR
LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited
(2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity
Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM
(2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors
Corporation (FDC) (2005-2007).
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<R>Ramon Herrera (38)</R>
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<R>
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Year of Election or Appointment: 2012</R>
Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Herrera also serves as Vice President,
Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2004-present).
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<R>Elizabeth Paige Baumann (44)</R>
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<R>
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Year of Election or Appointment: 2012</R>
Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North
Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC
(2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy
Anti-Money Laundering Officer (2007-2012).
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<R>Christine Reynolds (54)</R>
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<R>
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Year of Election or Appointment: 2008
</R>
Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management
Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms.
Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
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<R>Michael H. Whitaker (45)</R>
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<R>
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Year of Election or Appointment: 2008
</R>
Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance
Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an
employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment
Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General
Counsel.
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<R>Joseph F. Zambello (55)</R>
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<R>
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Year of Election or Appointment: 2011</R>
Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served
as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight
Group (2005-2009).
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<R>Stephanie J. Dorsey (43)</R>
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<R>
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Year of Election or Appointment: 2008
</R>
Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of
other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served
as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
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<R>Adrien E. Deberghes (45)</R>
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<R>
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Year of Election or Appointment: 2010
</R>
Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and
Assistant Treasurer (2011-present) and Deputy Treasurer (2008-present) of other Fidelity funds, and is an employee of Fidelity
Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at
State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007),
and Director of Finance for Dunkin' Brands (2000-2005).
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<R>Kenneth B. Robins (43)</R>
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<R>
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Year of Election or Appointment: 2009
</R>
Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and
Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present).
Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial
Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
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<R>Stephen Sadoski (41)</R>
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<R>
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Year of Election or Appointment: 2012</R>
Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Sadoski also serves as Deputy Treasurer of other
Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as an
assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC)
(2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).
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<R>Gary W. Ryan (54)</R>
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<R>
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Year of Election or Appointment: 2005
</R>
Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice
President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
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<R>Jonathan Davis (44)</R>
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<R>
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Year of Election or Appointment: 2010
</R>
Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity
Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and
Associate General Counsel of FMR LLC (2003-2010).
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Standing Committees of the Funds' Trustees.
The Board of Trustees has established various committees to support the Independent
Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has three
standing committees. The members of each committee are Independent Trustees.
<R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Gamper currently serving as Chair. The committee normally meets at least six times a year, 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 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 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 has oversight of compliance issues not specifically
within the scope of any other committee. These matters include, but are not limited to, significant non-conformance with contract requirements
and other significant regulatory matters and recommending to the Board of Trustees the designation of a person to serve as the funds' CCO.
The committee (i) serves as the primary point of contact for the CCO with regard to Board-related functions; (ii) oversees the annual performance review of the CCO; (iii) makes recommendations concerning the CCO's compensation; and (iv) makes recommendations as needed in
respect of the removal of the CCO. The committee is also responsible for definitive action on all compliance matters involving the potential for
significant reimbursement by FMR. During the fiscal year ended October 31, 2012, the committee held 46 meetings.</R>
<R>The Audit Committee is composed of all of the Independent Trustees, with Mr. Keyes currently serving as Chair. 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 SEC. The committee normally meets
four times a year, or more frequently as called by the Chair. The committee meets separately at least annually with the funds' Treasurer, with the
funds' Chief Financial Officer, with personnel responsible for the internal audit function of FMR LLC, and with the funds' outside auditors. The
committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the funds.
The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the funds and
the funds' service providers (to the extent such controls impact the funds' financial statements); (ii) the funds' auditors and the annual audits of
the funds' financial statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies
and disclosures of the funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any
fund, and (ii) the provision by any outside auditor of certain non-audit services to 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 funds. It is responsible for approving all audit engagement fees and terms for the funds and for resolving disagreements between a fund and any outside auditor regarding any fund's financial reporting. 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 funds and any service providers consistent with the rules of the Public Company Accounting Oversight
Board. 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 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
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 funds' or service providers internal
controls over financial reporting. The committee will also review any correspondence with regulators or governmental agencies or published
reports that raise material issues regarding the funds' financial statements or accounting policies. These matters may also be reviewed by the
Operations Committee. 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 funds' financial reporting process, will discuss with FMR,
the 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 funds. The committee
will review with FMR, the funds' outside auditor, internal audit personnel of FMR LLC and, as appropriate, legal counsel the results of audits
of the funds' financial statements. The committee will review periodically the funds' major internal controls exposures and the steps that have
been taken to monitor and control such exposures. During the fiscal year ended October 31, 2012, the committee held six meetings.</R>
<R>The Governance and Nominating Committee is composed of Mr. Gamper (Chair), Ms. Knowles (Vice Chair), and Mr. Johnson. The
committee meets as called by the Chair. 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 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 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 may conduct or authorize investigations
into or studies of matters within the committee's scope of responsibilities, and may retain, at the 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 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 regularly scheduled Board meetings during the 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 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 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. During the fiscal year ended
October 31, 2012, the committee held eight meetings.</R>
<R>The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in each fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2011.</R>
Interested Trustees
|
|
DOLLAR RANGE OF
FUND SHARES
|
Abigail P. Johnson
|
James C. Curvey
|
|
Prime Fund
|
none
|
none
|
|
Tax-Exempt Fund
|
none
|
none
|
|
Treasury Fund
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
<R>Independent Trustees</R>
|
|
<R>
DOLLAR RANGE OF
FUND SHARES
|
Albert R. Gamper, Jr.
|
Robert F. Gartland
|
Arthur E. Johnson
|
Michael E. Kenneally</R>
|
|
<R>
Prime Fund
|
none
|
none
|
none
|
none</R>
|
|
<R>
Tax-Exempt Fund
|
none
|
none
|
none
|
over $100,000</R>
|
|
<R>
Treasury Fund
|
none
|
none
|
none
|
none</R>
|
|
<R>
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000</R>
|
|
DOLLAR RANGE OF
FUND SHARES
|
James H. Keyes
|
Marie L. Knowles
|
Kenneth L. Wolfe
|
|
Prime Fund
|
none
|
none
|
none
|
|
Tax-Exempt Fund
|
$1 - $10,000
|
none
|
none
|
|
Treasury Fund
|
none
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
<R>The following table sets forth information describing the compensation of each Trustee for his or her services for the fiscal year ended
October 31, 2012, or calendar year ended December 31, 2011, as applicable.</R>
<R>Compensation Table
1</R>
|
|
<R>
AGGREGATE
COMPENSATION
FROM A FUND
|
Albert R.
Gamper, Jr.
|
Robert F.
Gartland
|
Arthur E.
Johnson
|
Michael E.
Kenneally
|
James H.
Keyes
|
Marie L.
Knowles
|
Kenneth L.
Wolfe
|
</R>
|
|
<R>
Prime Fund
B
|
$ 8,784
|
$ 7,814
|
$ 7,813
|
$ 7,759
|
$ 7,990
|
$ 8,448
|
$ 9,001
|
</R>
|
|
<R>
Tax-Exempt Fund
C
|
$ 4,077
|
$ 3,624
|
$ 3,624
|
$ 3,599
|
$ 3,708
|
$ 3,920
|
$ 4,169
|
</R>
|
|
<R>
Treasury Fund
|
$ 2,655
|
$ 2,363
|
$ 2,363
|
$ 2,345
|
$ 2,415
|
$ 2,554
|
$ 2,724
|
</R>
|
|
<R>
TOTAL COMPENSATION
FROM THE FUND COMPLEX
A
|
$ 393,125
|
$ 376,000
|
$ 377,500
|
$ 377,500
|
$ 376,000
|
$ 401,000
|
$ 452,500
|
</R>
|
1
Abigail P. Johnson and James C. Curvey are interested persons and are compensated by FMR.
<R></R>
<R>
A
Reflects compensation received for the calendar year ended December 31, 2011 for 203 funds of 29 trusts (including Fidelity Central
Investment Portfolios II LLC). Compensation figures include cash and may include amounts deferred at the election of Trustees. Certain
of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Robert F. Gartland, $180,000; and
Arthur E. Johnson, $162,500.</R>
<R>
B
Compensation figures include cash and may include amounts deferred at the election of Trustees. Certain of the Independent Trustees'
aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Robert F. Gartland, $6,280; and
Arthur E. Johnson, $950.</R>
<R>
C
Compensation figures include cash and may include amounts deferred at the election of Trustees. Certain of the Independent Trustees'
aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Robert F. Gartland, $2,916; and
Arthur E. Johnson, $426.</R>
<R>As of October 31, 2012, the Trustees and officers of each fund owned, in the aggregate, less than 1% of each fund's total outstanding
shares.</R>
<R>As of October 31, 2012, the following owned of record and/or beneficially 5% or more of Treasury Fund's outstanding shares:</R>
|
<R>
Class Name
|
Owner Name
|
City
|
State
|
Ownership
%</R>
|
|
<R>Treasury Fund: Advisor B Class
|
Wells Fargo Bank
|
Charlotte
|
NC
|
9.34%</R>
|
|
<R>Treasury Fund: Advisor B Class
|
LPL Financial
|
Boston
|
MA
|
5.66%</R>
|
|
<R>Treasury Fund: Advisor B Class
|
Wells Fargo Bank
|
Charlotte
|
NC
|
5.61%</R>
|
|
<R>Treasury Fund: Advisor C Class
|
LPL Financial
|
Boston
|
MA
|
7.98%</R>
|
|
<R>Treasury Fund: Advisor C Class
|
Morgan Stanley & Co Inc.
|
Jersey City
|
NJ
|
6.51%</R>
|
CONTROL
OF
INVESTMENT ADVISERS
FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR, FIMM, Fidelity Management & Research
(U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), and Fidelity Management & Research (Japan)
Inc. (FMR Japan). The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the
Edward C. Johnson 3d and Abigail P. Johnson family, directly or through trust and limited liability companies, and is entitled to 49% of the vote
on any matter acted upon by the voting common shares. Series A is held predominantly by non-Johnson family member employees of FMR
LLC and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B
shares. Under the 1940 Act, control of a company is presumed where one individual or group of individuals owns more than 25% of the voting
securities of that company. Therefore, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the 1940 Act, to form a controlling group with respect to FMR LLC.
At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management, shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of emerging
businesses.
FMR, FIMM, FMR U.K., FMR H.K., FMR Japan (the Investment Advisers), FDC, and the funds have adopted a code of ethics under Rule
17j-1 of the 1940 Act that sets forth employees' fiduciary responsibilities regarding the funds, establishes procedures for personal investing,
and restricts certain transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for
their own investment accounts, including securities that may be purchased or held by the funds.
MANAGEMENT
CONTRACTS
Each fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.
Management Services.
Under the terms of its management contract with each fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment
objective, policies and limitations. FMR also provides each fund with all necessary office facilities and personnel for servicing the fund's
investments, compensates all officers of each fund and all Trustees who are interested persons of the trust or of FMR, and all personnel of each
fund or FMR performing services relating to research, statistical and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include providing facilities for maintaining each fund's organization; supervising
relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with each fund; preparing all general
shareholder communications and conducting shareholder relations; maintaining each fund's records and the registration of each fund's shares
under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for
each fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.
Management-Related Expenses.
In addition to the management fee payable to FMR and the fees payable to the transfer agent and pricing
and bookkeeping agent, each fund or each class thereof, as applicable, pays all of its expenses that are not assumed by those parties. Each fund
pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal expenses, and the fees of the custodian, auditor, and
Independent Trustees. Each fund's management contract further provides that the fund will pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however, under the terms of each fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by each fund include interest, taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of registering shares under federal securities laws
and making necessary filings under state securities laws. Each fund is also liable for such non-recurring expenses as may arise, including costs
of any litigation to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with respect to litigation.
Management Fees.
For the services of FMR under each management contract, each fund pays FMR a monthly management fee at the
annual rate of 0.25% of the fund's average net assets throughout the month.
The following table shows the amount of management fees paid by each fund to FMR for the past three fiscal years.
|
<R>
Fund
|
Fiscal Years
Ended
October 31
|
Management
Fees
Paid to
FMR</R>
|
|
<R>Prime Fund
|
2012
|
$ 43,961,400</R>
|
|
<R>
|
2011
|
$ 45,294,172</R>
|
|
<R>
|
2010
|
$ 48,221,540</R>
|
|
<R>Tax-Exempt Fund
|
2012
|
$ 20,595,757</R>
|
|
<R>
|
2011
|
$ 18,691,709</R>
|
|
<R>
|
2010
|
$ 17,832,904</R>
|
|
<R>Treasury Fund
|
2012
|
$ 13,312,458</R>
|
|
<R>
|
2011
|
$ 9,078,648</R>
|
|
<R>
|
2010
|
$ 9,540,260</R>
|
FMR may, from time to time, voluntarily reimburse all or a portion of a class's operating expenses. FMR retains the ability to be repaid for
these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.
Expense reimbursements by FMR will increase a class's returns and yield, and repayment of the reimbursement by a class will decrease its
returns and yield.
Sub-Adviser - FIMM.
On behalf of each fund, FMR has entered into a sub-advisory agreement with FIMM pursuant to which FIMM has
day-to-day responsibility for choosing investments for each fund. Under the terms of the sub-advisory agreements, FMR, and not the funds,
pays FIMM's fees.
Sub-Advisers - FMR U.K., FMR H.K., and FMR Japan.
On behalf of each fund, FMR has entered into sub-advisory agreements with
FMR U.K., FMR H.K., and FMR Japan. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to buy and sell securities if FMR believes it would be beneficial to the funds (discretionary services). FMR,
and not the funds, pays the sub-advisers.
PROXY
VOTING
GUIDELINES
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 Independent Trustees of the Fidelity funds, and, accordingly, are subject to
change.)
I. General Principles
A.
Voting of shares will be conducted in a manner consistent with the best interests of Fidelity Fund shareholders as follows:
(i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii) voting will
be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.
B. FMR Investment Proxy Research votes proxies. Like other Fidelity employees, Investment Proxy Research employees have
a fiduciary duty to never place their own personal interest ahead of the interests of Fidelity Fund shareholders, and are
instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Investment Proxy Research
employees, like other Fidelity employees, will escalate to their managers or the Ethics Office, as appropriate, in accordance
with Fidelity's corporate policy on conflicts of interest. A conflict of interest arises when there are factors that may prompt
one to question whether a Fidelity employee is acting solely on the best interests of Fidelity and its customers. Employees
are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests
of Fidelity and its customers.
C. Except as set forth herein, FMR will generally vote in favor of routine management proposals.
D. Non-routine proposals will generally be voted in accordance with the Guidelines.
E. Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by an attorney within FMR's General Counsel's office and a member of senior management within FMR Investment Proxy Research. A significant pattern of such proposals or other special circumstances will be referred to the appropriate Fidelity
Fund Board Committee or its designee.
F. FMR will vote on shareholder proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's
likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.
Where information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.
G. Many Fidelity Funds invest in voting securities issued by companies that are domiciled outside the United States and are
not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure
practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FMR will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into
consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
H. In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the
shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances where such
restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership
on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote proxies in order to safeguard fund holdings information.
I. Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment
to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management based on
this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for
the election of directors at the next election.
II. Definitions (as used in this document)
A. Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the right
of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.
B. Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single
trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than
three times annual compensation (salary and bonus) in the event of a termination following a change in control.
C. Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a
proxy contest or other means.
D. Sunset Provision - a condition in a charter or plan that specifies an expiration date.
E. Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the event a
potential acquirer announces a bona fide offer for all outstanding shares.
F. Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer.
Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.
G. <R>Large-Capitalization Company - a company included in the Russell 1000
®
Index or the Russell Global ex-U.S. Large
Cap Index.</R>
H. <R>Small-Capitalization Company - a company not included in the Russell 1000
®
Index or the Russell Global ex-U.S.
Large Cap Index that is not a Micro-Capitalization Company.</R>
I. Micro-Capitalization Company - a company with a market capitalization under US $300 million.
J. Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity
award plan on a regular basis.
III. Directors
A. Incumbent Directors
FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly
appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority for the election of all
directors or directors on responsible committees if:
1. An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as set
forth below.
With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if all of
the following conditions are met when a Poison Pill is introduced, extended, or adopted:
a. The Poison Pill includes a Sunset Provision of less than five years;
b. The Poison Pill includes a Permitted Bid Feature;
c. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and
d. Shareholder approval is required to reinstate the Poison Pill upon expiration.
FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are
not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above conditions noted a.
and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual
shareholder meeting, FMR will withhold authority on the election of directors.
2. The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position
of up to 20% of a company's total voting securities and of any class of voting securities.
3. Within the last year and without shareholder approval, a company's board of directors or compensation committee has
repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.
4. <R>Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into account
such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction period was less than three years for non-performance-based awards, and less than one year for performance-based awards;
(iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the company
has adopted or extended a Golden Parachute without shareholder approval.</R>
5. To gain FMR's support on a proposal, the company made a commitment to modify a proposal or practice to conform
to the Guidelines and the company has failed to act on that commitment.
6. The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on which the
director served during the company's prior fiscal year, absent extenuating circumstances.
7. The board is not composed of a majority of independent directors.
B. Indemnification
FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or
limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the
proposal is accompanied by Anti-Takeover Provisions.
C. Independent Chairperson
FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or
independent chairperson. However, FMR will consider voting for 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.
D. Majority Director Elections
FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a
board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where
there are more nominees than board seats). FMR may consider voting against such shareholder proposals where a
company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful
alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to
receive the support of a majority of the votes cast in an uncontested election.
IV. Compensation
A. Executive Compensation
1. Advisory votes on executive compensation
a. FMR will generally vote for proposals to ratify executive compensation unless such compensation appears
misaligned with shareholder interests or otherwise problematic, taking into account such factors as, among other
things, (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restriction; and (v) whether
the company has adopted or extended a Golden Parachute without shareholder approval.
b. FMR will generally vote against proposals to ratify Golden Parachutes.
2. Frequency of advisory vote on executive compensation
FMR will generally support annual advisory votes on executive compensation.
B. Equity award plans (including stock options, restricted stock awards, and other stock awards).
FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:
1. (a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for a
Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.
2. In the case of stock option plans, (a) 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; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has repriced options outstanding under the plan in the past two years without shareholder approval.
3. The plan includes an Evergreen Provision.
4. The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not
occur.
C. Equity Exchanges and Repricing
FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if
the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such
factors as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with
the interests of shareholders.
D. Employee Stock Purchase Plans
FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or
greater than 85% of the stock's fair market value and 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, FMR may permit a lower
minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the
minimum stock purchase price must be at least 75% of the stock's fair market value.
E. Employee Stock Ownership Plans (ESOPs)
FMR will generally vote in favor of 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. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change
in control.
F. Bonus Plans and Tax Deductibility Proposals
FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order to
qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan includes well
defined and appropriate performance criteria, and with respect to any cash component, that the maximum award per
participant is clearly stated and is not unreasonable or excessive.
V. Anti-Takeover Provisions
FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:
A. The Poison Pill includes the following features:
1. A Sunset Provision of no greater than five years;
2. Linked to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a Permitted Bid Feature; and
5. 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.
B. An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or
C. It is a fair price amendment that considers a two-year price history or less.
FMR will generally vote in favor of proposals to eliminate Anti-Takeover Provisions unless:
D. In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's
Articles of Incorporation or applicable statutes include 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.
E. In the case of proposals regarding shareholders' rights to call special meetings, FMR generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.
F. In the case of proposals regarding shareholders' right to act by written consent, FMR will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, that at least 25% of
the outstanding stock request that the company establish a record date determining which shareholders are entitled to act
and that consents be solicited from all shareholders.
VI. Capital Structure/Incorporation
A. Increases in Common Stock
FMR will generally vote against a provision to increase a company's common stock if such increase will result in a total
number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares,
including stock options, except in the case of real estate investment trusts, where an increase that will result in a total
number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares is
generally acceptable.
B. New Classes of Shares
FMR will generally vote against the introduction of new classes of stock with differential voting rights.
C. Cumulative Voting Rights
FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.
D. Acquisition or Business Combination Statutes
FMR will generally vote 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 or business combination statutes.
E. Incorporation or Reincorporation in Another State or Country
FMR will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in
another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear
reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and
proposed jurisdictions and any changes to the company's current and proposed governing documents. FMR will consider
supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining
incorporated in the current jurisdiction appears misaligned with shareholder interests.
VII. Shares of Investment Companies
A. When a Fidelity Fund invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF), or
non-affiliated fund, FMR will vote in the same proportion as all other voting shareholders of such underlying fund or class
("echo voting"). FMR may choose not to vote if "echo voting" is not operationally feasible.
B. Certain Fidelity Funds may invest in shares of underlying Fidelity Funds, which are held exclusively by Fidelity Funds or
accounts managed by an FMR or an affiliate. FMR will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.
VIII. Other
A. Voting Process
FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.
B. Regulated Industries
Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner
consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a
determination under applicable law (e.g. federal banking law) that no fund or group of funds has acquired control of such
organization.
To view a fund's proxy voting record for the most recent 12-month period ended June 30, visit
www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
DISTRIBUTION
SERVICES
<R>Each fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 100 Salem Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the
Financial Industry Regulatory Authority, Inc. The distribution agreements call for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the funds, which are continuously offered at NAV. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.</R>
Sales charge revenues collected and retained by FDC for the past three fiscal years are shown in the following table.
|
<R>
|
|
CDSC Revenue</R>
|
|
<R>
Fund
|
Fiscal Year
Ended
|
Amount
Paid to
FDC
|
Amount
Retained by
FDC</R>
|
|
<R>Prime Fund - Daily Money Class
|
October 31,
2012
|
$ 9,123
|
$ 9,123</R>
|
|
<R>
|
2011
|
$ 27,371
|
$ 27,371</R>
|
|
<R>
|
2010
|
$ 36,984
|
$ 36,984</R>
|
|
<R>Tax-Exempt Fund - Daily Money Class
|
October 31,
2012
|
$ 0
|
$ 0</R>
|
|
<R>
|
2011
|
$ 2,759
|
$ 2,759</R>
|
|
<R>
|
2010
|
$ 0
|
$ 0</R>
|
|
<R>Treasury Fund - Advisor B Class
|
October 31,
2012
|
$ 122,317
|
$ 122,317</R>
|
|
<R>
|
2011
|
$ 190,195
|
$ 190,195</R>
|
|
<R>
|
2010
|
$ 271,272
|
$ 271,272</R>
|
|
<R>Treasury Fund - Advisor C Class
|
October 31,
2012
|
$ 44,922
|
$ 44,922</R>
|
|
<R>
|
2011
|
$ 49,539
|
$ 49,539</R>
|
|
<R>
|
2010
|
$ 33,975
|
$ 33,975</R>
|
|
<R>Treasury Fund - Daily Money Class
|
October 31,
2012
|
$ 1,094
|
$ 1,094</R>
|
|
<R>
|
2011
|
$ 1,920
|
$ 1,920</R>
|
|
<R>
|
2010
|
$ 2,020
|
$ 2,020</R>
|
The Trustees have approved Distribution and Service Plans on behalf of Capital Reserves Class and Daily Money Class of Prime Fund and
Tax-Exempt Fund and Capital Reserves Class, Daily Money Class, Advisor B Class, and Advisor C Class of Treasury Fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in
financing any activity that is primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the
fund under the Rule. The Plans, as approved by the Trustees, allow Capital Reserves Class, Daily Money Class, Advisor B Class, and Advisor
C Class and FMR to incur certain expenses that might be considered to constitute direct or indirect payment by the funds of distribution expenses.
The Rule 12b-1 Plan adopted for each class of each fund is described in the prospectus for that class.
CAPITAL RESERVES CLASS DISTRIBUTION AND SERVICE FEES
<R>The table below shows the distribution and service fees paid for Capital Reserves Class shares of each fund for the fiscal year ended
October 31, 2012.</R>
|
<R>
Fund
|
Distribution
Fees
Paid to
FDC
|
Distribution
Fees Paid by
FDC to
Intermediaries
|
Distribution
Fees
Retained by
FDC
|
Service
Fees
Paid to
FDC
|
Service Fees
Paid by
FDC to
Intermediaries
|
Service
Fees
Retained by
FDC
*</R>
|
|
<R>Prime Fund
|
$ 23,325,357
|
--
|
--
|
$ 23,325,357
|
--
|
--</R>
|
|
<R>Tax-Exempt Fund
|
$ 989,998
|
--
|
--
|
$ 989,998
|
--
|
--</R>
|
|
<R>Treasury Fund
|
$ 3,514,158
|
--
|
--
|
$ 3,514,158
|
--
|
--</R>
|
<R>
DAILY MONEY CLASS SERVICE FEES</R>
<R>The table below shows the service fees paid for Daily Money Class shares of each fund for the fiscal year ended October 31,
2012.</R>
|
<R>
Fund
|
Service
Fees
Paid to
FDC
|
Service Fees
Paid by
FDC to
Intermediaries
|
Service
Fees
Retained by
FDC
*</R>
|
|
<R>Prime Fund
|
$ 20,636,041
|
--
|
--</R>
|
|
<R>Tax-Exempt Fund
|
$ 1,230,636
|
--
|
--</R>
|
|
<R>Treasury Fund
|
$ 9,445,522
|
--
|
--</R>
|
ADVISOR B CLASS DISTRIBUTION AND SERVICE FEES
<R>The table below shows the distribution and service fees paid for Advisor B Class shares of Treasury Fund for the fiscal year ended
October 31, 2012.</R>
|
<R>
Fund
|
Distribution
Fees
Paid to
FDC
|
Distribution
Fees Paid by
FDC to
Intermediaries
|
Distribution
Fees
Retained by
FDC
**
|
Service
Fees
Paid to
FDC
|
Service Fees
Paid by
FDC to
Intermediaries
|
Service
Fees
Retained by
FDC
*</R>
|
|
<R>Treasury Fund
|
$ 241,877
|
--
|
--
|
$ 80,626
|
--
|
--</R>
|
ADVISOR C CLASS DISTRIBUTION AND SERVICE FEES
<R>The table below shows the distribution and service fees paid for Advisor C Class shares of Treasury Fund for the fiscal year ended
October 31, 2012.</R>
|
<R>
Fund
|
Distribution
Fees
Paid to
FDC
|
Distribution
Fees Paid by
FDC to
Intermediaries
|
Distribution
Fees
Retained by
FDC
|
Service
Fees
Paid to
FDC
|
Service Fees
Paid by
FDC to
Intermediaries
|
Service
Fees
Retained by
FDC
*</R>
|
|
<R>Treasury Fund
|
$ 816,459
|
--
|
--
|
$ 272,152
|
--
|
--</R>
|
* Amounts retained by FDC represent fees paid to FDC but not yet reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to intermediaries. Amounts not eligible for reallowance are retained by FDC for use
in its capacity as distributor.
** This amount is retained by FDC for use in its capacity as distributor.
Under each Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of
its shares, such payment is authorized by each Plan. Each Plan specifically recognizes that FMR may use its management fee revenue, as well
as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of
Capital Reserves Class, Daily Money Class, Advisor B Class, and Advisor C Class shares and/or shareholder support services, including payments of significant amounts made to intermediaries, including banks, broker-dealers, and other service-providers (who may be affiliated with
FMR or FDC), that provide those services. Currently, the Board of Trustees has authorized such payments for Capital Reserves Class, Daily
Money Class, Advisor B Class, and Advisor C Class shares.
Prior to approving each Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the applicable class of the fund and its shareholders. To the extent that each
Plan gives FMR and FDC greater flexibility in connection with the distribution of class shares, additional sales of class shares or stabilization of
cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plans by local entities
with whom shareholders have other relationships.
Each Plan does not provide for specific payments by the applicable class of any of the expenses of FDC, or obligate FDC or FMR to perform
any specific type or level of distribution activities or incur any specific level of expense in connection with distribution activities.
In addition to the distribution and/or service fees paid by FDC to intermediaries, including affiliates of FDC, shown in the table above, FDC or
an affiliate may compensate intermediaries that distribute and/or service the funds. A number of factors are considered in determining whether to
pay these additional amounts. Such factors may include, without limitation, the level or type of services provided by the intermediary, the level or
expected level of assets or sales of shares, the placing of the funds on a preferred or recommended fund list, access to an intermediary's personnel,
and other factors. The total amount paid to all intermediaries in the aggregate currently will not exceed (i) 0.10% of the total assets of the Capital
Reserves and Daily Money classes on an annual basis, or (ii) 0.05% of the total assets of the Advisor funds and the Advisor classes of shares
(including Advisor B and Advisor C) on an annual basis. In addition to such payments, FDC or an affiliate may offer other incentives such as
sponsorship of educational or client seminars relating to current products and issues, assistance in training and educating the intermediaries' personnel, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may undertake in
order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at seminars, including travel, lodging, entertainment, and meals. FDC anticipates that payments will be made to over a hundred intermediaries, including
some of the largest broker-dealers and other financial firms, and certain of the payments described above may be significant to an intermediary. As
permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may pay or
allow other incentives or payments to intermediaries.
A fund's transfer agent or an affiliate may also make payments and reimbursements from its own resources to certain intermediaries (who
may be affiliated with the transfer agent) for performing recordkeeping and other services. Please see "Transfer and Service Agent Agreements" in this SAI for more information.
If you have purchased shares of a fund through an investment professional, please speak with your investment professional to learn more
about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment
professional charges. You should also consult disclosures made by your investment professional at the time of purchase.
Any of the payments described in this section may represent a premium over payments made by other fund families. Investment professionals may have an added incentive to sell or recommend a fund or a share class over others offered by competing fund families.
TRANSFER
AND
SERVICE AGENT AGREEMENTS
Each class of Prime Fund and Treasury Fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations
Company, Inc. (FIIOC), an affiliate of FMR, which is located at 82 Devonshire Street, Boston, Massachusetts 02109. Under the terms of the
agreements, FIIOC (or an agent, including an affiliate) performs transfer agency services for each class of each fund.
Each class of Tax-Exempt Fund has entered into a transfer agent agreement with Citibank, N.A. (Citibank), which is located at 111 Wall
Street, New York, New York. Under the terms of the agreement, Citibank provides transfer agency services for each class of the fund. Citibank
in turn has entered into a sub-transfer agent agreement with FIIOC. Under the terms of the sub-agreement, FIIOC performs all processing
activities associated with providing these services for each class of the fund and receives all related transfer agency fees paid to Citibank.
For providing transfer agency services, FIIOC receives an asset-based fee, calculated and paid monthly on the basis of each class's average
daily net assets, with respect to each account in a fund.
FIIOC also may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances,
maintaining fund positions with low balances, checkwriting, wire transactions, and providing historical account research.
FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports,
notices, and statements to existing shareholders, with the exception of proxy statements.
Many fund shares are owned by intermediaries for the benefit of their customers. Since a fund often does not maintain an account for
shareholders in those instances, some or all of the recordkeeping services for these accounts may be performed by intermediaries.
FIIOC or an affiliate may make payments out of its own resources to intermediaries (including affiliates of FIIOC) for recordkeeping services.
Retirement plans may also hold fund shares in the name of the plan or its trustee, rather than the plan participant. In situations where FIIOC
or an affiliate does not provide recordkeeping services, plan recordkeepers, who may have affiliated financial intermediaries who sell shares of
the funds, may, upon direction, be paid for providing recordkeeping services to plan participants. Payments may also be made, upon direction,
for other plan expenses. FIIOC may also pay an affiliate for providing services that otherwise would have been performed by FIIOC.
Each of Prime Fund and Treasury Fund has also entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an
affiliate of FMR (or an agent, including an affiliate). Under the terms of the agreements, FSC calculates the NAV and dividends for each class
of each fund and maintains each fund's portfolio and general accounting records.
Tax-Exempt Fund has also entered into a service agent agreement with Citibank. Under the terms of the agreement, Citibank provides
pricing and bookkeeping services for the fund. Citibank in turn has entered into a sub-service agent agreement with FSC. Under the terms of the
sub-agreement, FSC performs all processing activities associated with providing these services, including calculating the NAV and dividends
for each class of the fund and maintaining the fund's portfolio and general accounting records, and receives all related pricing and bookkeeping
fees paid to Citibank.
For providing pricing and bookkeeping services, FSC receives a monthly fee based on each fund's average daily net assets throughout the
month.
The annual rates for pricing and bookkeeping services for the funds are 0.0156% of the first $500 million of average net assets, 0.0078% of
average net assets between $500 million and $10 billion, 0.0041% of average net assets between $10 billion and $25 billion, and 0.0019% of
average net assets in excess of $25 billion.
Pricing and bookkeeping fees paid by each fund to FSC for the past three fiscal years are shown in the following table.
|
<R>
Fund
|
2012
|
2011
|
2010</R>
|
|
<R>Prime Fund
|
$ 1,129,895
|
$ 1,151,899
|
$ 1,199,834</R>
|
|
<R>Tax-Exempt Fund
|
$ 681,339
|
$ 622,190
|
$ 595,321</R>
|
|
<R>Treasury Fund
|
$ 454,341
|
$ 322,261
|
$ 336,656</R>
|
DESCRIPTION
OF
THE TRUST
Trust Organization.
Prime Fund, Tax-Exempt Fund, and Treasury Fund are funds of Fidelity Newbury Street Trust, an open-end management investment company created under an initial trust instrument dated June 20, 1991. Currently, there are three funds offered in Fidelity
Newbury Street Trust: Prime Fund, Tax-Exempt Fund, and Treasury Fund. The Trustees are permitted to create additional funds in the trust
and to create additional classes of the funds.
The assets of the trust received for the issue or sale of shares of each fund and all income, earnings, profits, and proceeds thereof, subject to
the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each fund in the
trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated to a particular class. Any general expenses of the trust shall be allocated between or among any one or more of the funds or classes.
Shareholder Liability.
The trust is a statutory trust organized under Delaware law. Delaware law provides that, except to the extent otherwise provided in the Trust Instrument, shareholders shall be entitled to the same limitations of personal liability extended to stockholders of
private corporations for profit organized under the general corporation law of Delaware. The courts of some states, however, may decline to
apply Delaware law on this point. The Trust Instrument contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the trust. The Trust Instrument provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the
Trustees relating to the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and
its or their assets. The Trust Instrument further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to
any other fund.
The Trust Instrument provides for indemnification out of each fund's property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason. The Trust Instrument also provides that each fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances in which Delaware law does not apply, no contractual limitation of
liability was in effect, and a fund is unable to meet its obligations. FMR believes that, in view of the above, the risk of personal liability to
shareholders is extremely remote. Claims asserted against one class of shares may subject holders of another class of shares to certain liabilities.
Voting Rights.
Each fund's capital consists of shares of beneficial interest. As a shareholder, you are entitled to one vote for each dollar of
net asset value you own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by
fund, and by class.
The shares have no preemptive or, for Capital Reserves Class, Daily Money Class, and Advisor C Class shares, conversion rights. Shares
are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.
The trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment
company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or
a portion of the assets of the trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class
available for distribution.
Custodians.
The Bank of New York Mellon, 1 Wall Street, New York, New York, is custodian of the assets of Prime Fund and Treasury
Fund. Citibank, N.A., 111 Wall Street, New York, New York, is custodian of the assets of Tax-Exempt Fund. Each custodian is responsible for
the safekeeping of a fund's assets and the appointment of any subcustodian banks and clearing agencies. JPMorgan Chase Bank, headquartered
in New York, also may serve as a special purpose custodian of certain assets of Prime Fund and Treasury Fund in connection with repurchase
agreement transactions.
FMR, its officers and directors, its affiliated companies, and Members of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to date include
mortgages and personal and general business loans. In the judgment of FMR, the terms and conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.
Independent Registered Public Accounting Firm.
PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts, independent
registered public accounting firm, audits financial statements for each fund and provides other audit, tax, and related services.
<R></R>
FUND
HOLDINGS
INFORMATION
Each fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer
guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure
Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving a fund's best interests by striking an appropriate balance between providing information about a fund's portfolio and protecting a fund from potentially harmful disclosure.
The Board reviews the administration and modification of these guidelines and receives reports from the funds' chief compliance officer periodically.
Each fund will provide a full list of holdings as of the last business day of the previous month on www.advisor.fidelity.com. This information will be provided monthly by no later than the fifth business day of each month. The information will be available on the web site for a
period of not less than six months.
A full list of holdings may be obtained from each fund more frequently, including daily, upon request. A full list of each fund's holdings (as
of the previous business day) may also be obtained on a continuous basis by submitting a standing request to the fund. A fund may also from
time to time provide or make available to third parties upon request specific fund level performance attribution information and statistics, or
holdings information with respect to a specific security or company. Third parties may include fund shareholders or prospective fund shareholders, members of the press, consultants, and ratings and ranking organizations. FMR reserves the right to refuse to fulfill any request for
portfolio holdings information if it believes that providing such information may adversely affect the fund or its shareholders.
<R>
The Use of Holdings In Connection With Fund Operations.
Material non-public holdings information may be provided as part of
the activities associated with managing Fidelity funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund,
are required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not
misuse the disclosed information. These entities, parties, and persons include, but are not limited to: a fund's trustees; a fund's manager, its
sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of
funds); contractors who are subject to a confidentiality agreement; a fund's auditors; a fund's custodians; proxy voting service providers; financial printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids
on one or more securities; securities lending agents; counsel to a fund or its Independent Trustees; regulatory authorities; stock exchanges and
other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third
parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information may
also be provided to an issuer regarding the number or percentage of its shares that are owned by a fund and in connection with redemptions in
kind.</R>
<R>
Other Uses Of Holdings Information.
In addition, each fund may provide material non-public holdings information to (i) third parties
that calculate information derived from holdings for use by FMR or its affiliates, (ii) ratings and rankings organizations, and (iii) an investment
adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving a fund. Each
individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts and
circumstances, the disclosure appears unlikely to be harmful to a fund. Entities receiving this information must have in place control mechanisms
to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the information to
effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third parties is limited. FMR
relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not likely to be
harmful to a fund.</R>
<R>At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor's Ratings Services (full holdings weekly (generally as of the previous Friday),
generally 5 business days thereafter); Moody's Investors Service, Inc. (full holdings monthly, (generally as of the last Friday of each month),
generally the first Friday of the following month); Anacomp Inc. (full or partial holdings daily, on the next business day); MSCI Inc. and certain
affiliates (full or partial fund holdings daily, on the next business day); and Barclays Capital Inc. (full holdings daily, on the next business
day).</R>
FMR, its affiliates, or the funds will not enter into any arrangements with third parties from which they derive consideration for the disclosure of material non-public holdings information. If, in the future, FMR desired to make such an arrangement, it would seek prior Board approval and any such arrangements would be disclosed in the funds' SAI.
There can be no assurance that the funds' policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.
<R>
FINANCIAL
STATEMENTS</R>
<R>Each fund's financial statements and financial highlights for the fiscal year ended October 31, 2012, and report of the independent
registered public accounting firm, are included in the fund's annual report and are incorporated herein by reference. Total annual operating
expenses as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial highlights because
total annual operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses, whereas the ratios of expenses in the financial highlights do not. Acquired funds include other investment companies (such as central funds or other underlying funds)
in which a fund has invested, if and to the extent it is permitted to do so. Total annual operating expenses in the prospectus fee table and the
financial highlights do not include any expenses associated with investments in certain structured or synthetic products that may rely on the
exception from the definition of "investment company" provided by section 3(c)(1) or 3(c)(7) of the 1940 Act.</R>
APPENDIX
<R>Fidelity and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2012 FMR LLC. All rights reserved.</R>
<R>The third-party marks appearing above are the marks of their respective owners.</R>
Fidelity
®
Cash Management Funds Tax-Exempt
Fund
Class
/Ticker
Fidelity Tax-Free Money Market Fund
/FMOXX
In this prospectus, the term "shares" (as it relates to the fund) means the class of shares offered through this prospectus.
Prospectus
<R>
December 29, 2012
</R>
Contents
Prospectus
Fund Summary
Fund
/Class:
Tax-Exempt Fund
/Fidelity
®
Tax-Free Money Market Fund
The fund seeks to provide as high a level of current income, exempt from federal income taxes, as is consistent with liquidity and stability of
principal.
Fee Table
The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.
|
Shareholder fees
(fees paid directly from your investment)
|
None
|
Annual class operating expenses
(expenses that you pay each year as a % of the value of your investment)
|
Management fee
|
0.25%
|
|
Distribution and/or Service (12b-1) fees
|
None
|
|
Other expenses
|
0.22%
|
|
Total annual operating expenses
|
0.47%
|
This
example
helps compare the cost of investing in the fund with the cost of investing in other mutual funds.
Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for
shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest
actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:
|
1 year
|
$ 48
|
|
3 years
|
$ 151
|
|
5 years
|
$ 263
|
|
10 years
|
$ 591
|
Principal Investment Strategies
-
Normally investing in municipal money market securities.
-
Normally investing at least 80% of assets in municipal securities whose interest is exempt from federal income tax.
-
Normally not investing in municipal securities whose interest is subject to the federal alternative minimum tax.
-
Potentially investing more than 25% of total assets in municipal securities that finance similar types of projects.
-
Investing in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, and diversification of
investments.
Prospectus
Fund Summary - continued
Principal Investment Risks
-
Municipal Market Volatility.
The municipal market is volatile and can be significantly affected by adverse tax, legislative, or political
changes and the financial condition of the issuers of municipal securities.
-
Interest Rate Changes.
Interest rate increases can cause the price of a money market security to decrease.
-
Foreign Exposure.
Entities providing credit support or a maturity-shortening structure that are located in foreign countries can be affected by
adverse political, regulatory, market, or economic developments in those countries.
-
Issuer-Specific Changes.
A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a
security can cause the price of a money market security to decrease.
An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing
in the fund.
Performance
The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the
performance of the fund's shares from year to year. Past performance is not an indication of future performance.
Visit www.fidelity.com for updated return information.
Year-by-Year Returns
|
<R>
Calendar Years
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
2010
|
2011
</R>
|
|
<R>
|
1.16%
|
0.71%
|
0.82%
|
2.06%
|
3.08%
|
3.30%
|
1.70%
|
0.09%
|
0.01%
|
0.01%
</R>
|
<R>
</R>
|
<R>
During the periods shown in the chart:
|
Returns
|
Quarter ended
</R>
|
|
<R>
Highest Quarter Return
|
0.84%
|
June 30, 2007
</R>
|
|
<R>
Lowest Quarter Return
|
0.00%
|
February 28, 2010
</R>
|
|
<R>
Year-to-Date Return
|
0.01%
|
September 30, 2012
</R>
|
Prospectus
Average Annual Returns
|
<R>
For the periods ended
December 31, 2011
|
Past 1
year
|
Past 5
years
|
Past 10
years
</R>
|
|
<R>
Fidelity
®
Tax-Free Money Market Fund
|
0.01%
|
1.01%
|
1.29%
</R>
|
Investment Advisers
Fidelity Management & Research Company (FMR) is the fund's manager. Fidelity Investments Money Management, Inc. (FIMM) and other investment advisers serve as sub-advisers for the fund.
Purchase and Sale of Shares
You may buy or sell shares of the fund through a Fidelity brokerage or mutual fund account, or through an investment professional. You may buy
or sell shares in various ways:
|
Internet
www.fidelity.com
|
|
Phone
Fidelity Automated Service Telephone (FAST
®
) 1-800-544-5555
To reach a Fidelity representative 1-800-544-6666
|
|
Mail
|
|
Additional purchases:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
|
Redemptions:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035
|
|
TDD - Service for the Deaf and Hearing Impaired
1-800-544-0118
|
The price to buy one share of the fund is its net asset value per share (NAV). Your shares will be bought at the NAV next calculated after your
investment is received in proper form.
The price to sell one share of the fund is its NAV. Your shares will be sold at the NAV next calculated after your order is received in proper form.
The fund is open for business each day the New York Stock Exchange (NYSE) is open. Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund's portfolio
instruments are open, and the fund's management believes there is an adequate market to meet purchase and redemption requests.
|
Initial Purchase Minimum
|
$5,000
|
The fund may waive or lower purchase minimums.
Tax Information
The fund seeks to earn income and pay dividends exempt from federal income tax. Income exempt from federal income tax may be subject to
state or local tax. A portion of the dividends you receive may be subject to federal and state income taxes. You may also receive taxable distributions attributable to the fund's sale of municipal bonds.
Prospectus
Fund Summary - continued
Payments to Broker-Dealers and Other Financial Intermediaries
The fund, FMR, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, including banks, broker-dealers, or other service-providers (who may be affiliated with FMR or FDC), for the sale of fund shares and related services. These payments may create a
conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your
investment professional or visit your intermediary's web site for more information.
Prospectus
Fund Basics
Investment Objective
The fund
seeks to provide as high a level of current income, exempt from federal income taxes, as is consistent with liquidity and stability of
principal.
Principal Investment Strategies
FMR normally invests the fund's assets in municipal money market securities.
FMR normally invests at least 80% of the fund's assets in municipal securities whose interest is exempt from federal income tax. FMR does not
currently intend to invest the fund's assets in municipal securities whose interest is subject to the federal alternative minimum tax.
The supply of and demand for municipal money market securities can vary from time to time. When FMR believes that suitable municipal
money market securities are not available, or during other unusual market conditions, FMR may leave a significant portion of the fund's assets
uninvested, or may invest up to 20% of the fund's assets in securities subject to state and/or federal income tax.
FMR may invest more than 25% of the fund's total assets in municipal securities that finance similar projects, such as those relating to education, health care, transportation, and utilities.
In buying and selling securities for the fund, FMR complies with industry-standard regulatory requirements for money market funds regarding
the quality, maturity, and diversification of the fund's investments. FMR may invest the fund's assets in municipal money market securities by
investing in other funds. FMR stresses maintaining a stable $1.00 share price, liquidity, and income.
Description of Principal Security Types
Money market securities
are high-quality, short-term securities that pay a fixed, variable, or floating interest rate. Securities are often specifically structured so that they are eligible investments for a money market fund. For example, in order to satisfy the maturity restrictions for a
money market fund, some money market securities have demand or put features, which have the effect of shortening the security's maturity.
Municipal money market securities include variable rate demand notes, commercial paper, and municipal notes.
Municipal securities
are issued to raise money for a variety of public and private purposes, including general financing for state and local governments, or financing for a specific project or public facility. Municipal securities may be fully or partially backed by the local government, by
the credit of a private issuer, by the current or anticipated revenues from a specific project or specific assets, or by domestic or foreign entities
providing credit support such as letters of credit, guarantees, or insurance.
Principal Investment Risks
Many factors affect the fund's performance. The fund's yield will change daily based on changes in interest rates and other market conditions.
Although the fund is managed to maintain a stable $1.00 share price, there is no guarantee that the fund will be able to do so. For example, a
major increase in interest rates or a decrease in the credit quality of the issuer of one of the fund's investments could cause the fund's share
price to decrease.
Prospectus
The following factors can significantly affect the fund's performance:
Municipal Market Volatility.
Municipal securities can be significantly affected by political changes as well as uncertainties in the municipal
market related to taxation, legislative changes, or the rights of municipal security holders. Because many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation, and utilities, conditions in those sectors can affect the
overall municipal market. Budgetary constraints of local, state, and federal governments upon which the issuers may be relying for funding may
also impact municipal securities. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market, and market conditions may directly impact the liquidity and valuation of municipal securities.
Interest Rate Changes.
Money market securities have varying levels of sensitivity to changes in interest rates. In general, the price of a money
market security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities can be more sensitive to
interest rate changes. Short-term securities tend to react to changes in short-term interest rates.
Foreign Exposure.
Entities providing credit support or a maturity-shortening structure that are located in foreign countries can involve increased risks. Extensive public information about the provider may not be available and unfavorable political, economic, or governmental developments could affect the value of the security.
<R>Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one
country or region might adversely impact providers in a different country or region.</R>
Issuer-Specific Changes.
Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions
that affect a particular type of issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or
counterparty, which can affect a security's or instrument's credit quality or value. Entities providing credit support or a maturity-shortening
structure also can be affected by these types of changes. Municipal securities backed by current or anticipated revenues from a specific project
or specific assets can be negatively affected by the discontinuance of the taxation supporting the project or assets or the inability to collect revenues for the project or from the assets. If the Internal Revenue Service (IRS) determines an issuer of a municipal security has not complied
with applicable tax requirements, interest from the security could become taxable and the security could decline significantly in value. In addition, if the structure of a security fails to function as intended, interest from the security could become taxable or the security could decline in
value.
Prospectus
Fund Basics - continued
Generally, the fund purchases municipal securities whose interest, in the opinion of bond counsel, is free from federal income tax and from
the federal alternative minimum tax. Neither FMR nor the fund guarantees that this opinion is correct, and there is no assurance that the
IRS will agree with bond counsel's opinion. Issuers or other parties generally enter into covenants requiring continuing compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the security. If at any time the covenants are not
complied with, or if the IRS otherwise determines that the issuer did not comply with relevant tax requirements, interest payments from a
security could become federally taxable, possibly retroactively to the date the security was issued. For certain types of structured securities,
the tax status of the pass-through of tax-free income may also be based on the federal tax treatment of the structure.
In response to market, economic, political, or other conditions, FMR may temporarily use a different investment strategy (including leaving a
significant portion of the fund's assets uninvested) for defensive purposes. Uninvested assets do not earn income for a fund, which may have a
significant negative impact on the fund's yield and may prevent the fund from achieving its investment objective. In addition, different factors
could affect the fund's performance, and the fund could distribute income subject to federal income tax.
Fundamental Investment Policies
The following policies are fundamental, that is, subject to change only by shareholder approval:
The fund
seeks to provide as high a level of current income, exempt from federal income taxes, as is consistent with liquidity and stability of
principal. The fund normally invests at least 80% of its assets in municipal securities whose interest is exempt from federal income tax.
The fund is open for business each day the NYSE is open. Even if the NYSE is closed, the fund will be open for business on those days on which
the New York Fed is open, the primary trading markets for the fund's portfolio instruments are open, and the fund's management believes there
is an adequate market to meet purchase and redemption requests.
The fund's NAV is the value of a single share. Fidelity normally calculates the fund's NAV as of the close of business of the NYSE, normally 4:00
p.m. Eastern time. The fund's assets normally are valued as of this time for the purpose of computing the fund's NAV. Fidelity calculates net asset value separately for each class of shares of a multiple class fund.
NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the
Securities and Exchange Commission (SEC).
Prospectus
To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets
may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.
The fund's assets are valued on the basis of amortized cost.
Prospectus
Shareholder Information
General Information
Fidelity Investments was established in 1946 to manage one of America's first mutual funds. Today, Fidelity is one of the world's largest providers
of financial services.
In addition to its mutual fund business, the company operates one of America's leading brokerage firms, Fidelity Brokerage Services LLC.
Fidelity is also a leader in providing tax-advantaged retirement plans for individuals investing on their own or through their employer.
You may buy or sell shares of a fund through a Fidelity brokerage account or a Fidelity mutual fund account. If you buy or sell shares of a fund
(other than by exchange) through a Fidelity brokerage account, your transactions generally involve your Fidelity brokerage core (a settlement vehicle included as part of your Fidelity brokerage account).
If you do not currently have a Fidelity brokerage account or a Fidelity mutual fund account and would like to invest in a fund, you may need to
complete an application. For more information about a Fidelity brokerage account or a Fidelity mutual fund account, please visit Fidelity's web site
at www.fidelity.com, call 1-800-FIDELITY, or visit a Fidelity Investor Center (call 1-800-544-9797 for the center nearest you).
You may also buy or sell shares of the fund through an investment professional. If you buy or sell shares of a fund through an investment professional, the procedures for buying, selling, and exchanging shares of the fund and the account features and policies may differ from those discussed in this prospectus. Fees in addition to those discussed in this prospectus may also apply. For example, you may be charged a transaction
fee if you buy or sell shares of the fund through a non-Fidelity broker or other investment professional.
If the fund is your Fidelity brokerage core, you will pay fees charged in connection with certain activity in your Fidelity brokerage account directly from your fund investment. Please see your Fidelity brokerage account materials for additional information.
You should include the following information with any order to buy, sell, or exchange shares:
-
Your name;
-
Your account number;
-
Name of fund whose shares you want to buy or sell; and
-
Dollar amount or number of shares you want to buy or sell.
Certain methods of contacting Fidelity, such as by telephone or electronically, may be unavailable or delayed (for example, during periods of
unusual market activity). In addition, the level and type of service available may be restricted based on criteria established by Fidelity.
The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.
Prospectus
Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing
costs to the fund (such as spreads paid to dealers who sell money market instruments to a fund) and disrupting portfolio management strategies.
FMR anticipates that shareholders will purchase and sell shares of the fund frequently because a money market fund is designed to offer investors a liquid cash option. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive trading of
money market fund shares and the fund accommodates frequent trading.
The fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in FMR's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.
The fund has no limit on purchase or exchange transactions. The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive or disruptive trading than those stated in this prospectus.
Buying Shares
The
price to buy
one share of the fund is its NAV. The fund's shares are sold without a sales charge.
Your shares will be bought at the NAV next calculated after your investment is received in proper form.
The fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an order in
proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order is received by the authorized intermediary. Orders by funds of funds for which FMR or an affiliate serves as investment manager will be treated as
received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.
There is no minimum balance or purchase minimum for (i) investments through Portfolio Advisory Services, (ii) investments through a mutual
fund for which FMR or an affiliate serves as investment manager, or (iii) fund positions opened with the proceeds of distributions from a
Fidelity systematic withdrawal service. In addition, the fund may waive or lower purchase minimums in other circumstances.
The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.
If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.
Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled
and the monies may be withheld.
Prospectus
Shareholder Information - continued
Selling Shares
The price to sell one share of the fund is its NAV.
Your shares will be sold at the NAV next calculated after your order is received in proper form. Normally, redemptions will be processed by the
next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the
fund.
The fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order in
proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received by
the authorized intermediary. Orders by funds of funds for which FMR or an affiliate serves as investment manager will be treated as received by the
fund at the same time that the corresponding orders are received in proper form by the funds of funds.
A signature guarantee is designed to protect you and Fidelity from fraud. If you submit your request to Fidelity by mail, Fidelity may require that
your request be made in writing and include a signature guarantee in certain circumstances, such as:
-
When you wish to sell more than $100,000 worth of shares;
-
When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an
address different than the record address;
-
When you are requesting that redemption proceeds be paid to someone other than the account owner; or
-
In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker (including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.
When you place an order to sell shares, note the following:
-
If you are selling some but not all of your shares, keep your fund balance above the required minimum to keep your fund position open, except
fund positions not subject to balance minimums.
-
Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been
received and collected.
-
Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the
NYSE is restricted, or as permitted by the SEC.
-
Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of the fund.
-
If you hold your shares in a Fidelity mutual fund account and you sell shares by writing a check, if available, and the amount of the check is
greater than the value of your fund position, your check will be returned to you and you may be subject to additional charges.
Prospectus
-
You will not receive interest on amounts represented by uncashed redemption checks.
-
If you hold your shares in a Fidelity mutual fund account and your redemption check remains uncashed for more than one year, the check may
be invested in additional shares of the fund at the NAV next calculated on the day of the investment.
-
Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.
An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.
As a shareholder, you have the privilege of exchanging shares of the fund for shares of other Fidelity funds.
However, you should note the following policies and restrictions governing exchanges:
-
The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group if, in
FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.
-
Before exchanging into a fund, read its prospectus.
-
The fund you are exchanging into must be available for sale in your state.
-
Exchanges may have tax consequences for you.
-
If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there
may be additional requirements.
-
Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled,
or processed and the proceeds may be withheld.
The fund may terminate or modify exchange privileges in the future.
Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged.
Check each fund's prospectus for details.
Features
The following features may be available to buy and sell shares of the fund or to move money to and from your account, depending on whether
you are investing through a Fidelity brokerage account or a Fidelity mutual fund account. Please visit Fidelity's web site at www.fidelity.com or
call 1-800-544-6666 for more information.
Prospectus
Shareholder Information - continued
|
Electronic Funds Transfer: electronic money movement through the Automated Clearing House
• To transfer money between a bank account and a Fidelity brokerage account or Fidelity mutual fund account.
• You can use electronic funds transfer to:
-
Make periodic (automatic) purchases of Fidelity fund shares or payments to your Fidelity brokerage account.
-
Make periodic (automatic) redemptions of Fidelity fund shares or withdrawals from your Fidelity brokerage account.
|
|
Wire: electronic money movement through the Federal Reserve wire system
• To transfer money between a bank account and a Fidelity brokerage account or Fidelity mutual fund account.
|
|
Automatic Transactions: periodic (automatic) transactions
• To directly deposit all or a portion of your compensation from your employer (or the U.S. Government, in the case of Social Security) into a Fidelity brokerage account or Fidelity mutual fund
account.
• To make contributions from a Fidelity mutual fund account to a Fidelity mutual fund IRA.
• To sell shares of a Fidelity money market fund and simultaneously to buy shares of another Fidelity fund in a Fidelity mutual fund account.
|
|
Checkwriting
• To sell Fidelity fund shares from your Fidelity mutual fund account or withdraw money from your Fidelity brokerage account.
|
Policies
The following policies apply to you as a shareholder.
Statements
that Fidelity sends to you include the following:
-
Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the fund
or another fund, certain transactions through automatic investment or withdrawal programs, certain transactions that are followed by a monthly
account statement, and other transactions in your Fidelity brokerage core).
-
Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).
To reduce expenses, only one copy of most financial reports and prospectuses may be mailed to households, even if more than one person in a
household holds shares of the fund. Call Fidelity at 1-800-544-8544 if you need additional copies of financial reports or prospectuses. If you do
not want the mailing of these documents to be combined with those for other members of your household, contact Fidelity in writing at P.O. Box
770001, Cincinnati, Ohio 45277-0002.
Prospectus
Electronic copies of most financial reports and prospectuses are available at Fidelity's web site. To participate in Fidelity's electronic delivery
program, call Fidelity or visit Fidelity's web site for more information.
You may initiate many
transactions by telephone or electronically.
Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor.
Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements
upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by
telephone, call Fidelity for instructions.
You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as
otherwise required under these and other federal regulations.
Fidelity may deduct a
small balance maintenance fee
of $12.00 from a fund balance with a value of less than $2,000 in shares. It is expected
that fund balances will be valued after November 1 but prior to December 31 of each calendar year. Fund positions opened after September 30
will not be subject to the fee for that calendar year. The fee, which is payable to Fidelity, is designed to offset in part the relatively higher costs
of servicing smaller fund positions. This fee will not be deducted from fund positions opened after January 1 of that calendar year if those positions use certain regular investment plans.
If your
fund balance
falls below $2,000 worth of shares for any reason and you do not increase your balance, Fidelity may sell all of your shares
and send the proceeds to you after providing you with at least 30 days' notice to reestablish the minimum balance. Your shares will be sold at the
NAV on the day Fidelity closes your fund position. Certain fund positions are not subject to these balance requirements and will not be closed for
failure to maintain a minimum balance.
Fidelity may charge a
fee for certain services,
such as providing historical account documents.
Dividends
and
Capital Gain Distributions
The fund earns interest, dividends, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund may also realize capital gains from its investments, and distributes these gains (less losses), if any, to shareholders as capital
gain distributions.
Prospectus
Shareholder Information - continued
Distributions you receive from the fund consist primarily of dividends. The fund normally declares dividends daily and pays them monthly.
Earning Dividends
The fund processes purchase and redemption requests only on days it is open for business.
Shares generally begin to earn dividends on the first business day following the day of purchase.
Shares generally earn dividends until, but not including, the next business day following the day of redemption.
Exchange requests will be processed only when both funds are open for business.
Distribution Options
When you open an account, specify on your application how you want to receive your distributions. The following distribution options are available for shares of the fund:
1. Reinvestment Option.
Your dividends and capital gain distributions, if any, will be automatically reinvested in additional shares of the
fund. If you do not indicate a choice on your application, you will be assigned this option.
2. Cash Option.
Your dividends and capital gain distributions, if any, will be paid in cash.
3. Directed Dividends
®
Option.
Your dividends will be automatically invested in shares of another identically registered Fidelity fund. Your
capital gain distributions, if any, will be automatically invested in shares of another identically registered Fidelity fund, automatically reinvested
in additional shares of the fund, or paid in cash.
If the distribution option you prefer is not listed on your account application, or if you want to change your current distribution option, visit
Fidelity's web site at www.fidelity.com or call 1-800-544-6666 for more information.
If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may
be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.
If your dividend check(s) remains uncashed for more than six months, your check(s) may be invested in additional shares of the fund at the
NAV next calculated on the day of the investment.
As with any investment, your investment in the fund could have tax consequences for you.
The fund seeks to earn income and pay dividends exempt from federal income tax.
Income exempt from federal income tax may be subject to state or local tax. A portion of the dividends you receive may be subject to federal and
state income taxes. You may also receive taxable distributions attributable to the fund's sale of municipal bonds.
For federal tax purposes, certain of the fund's distributions, including distributions of short-term capital gains and gains on the sale of bonds
characterized as market discount, are taxable to you as ordinary income, while the fund's distributions of long-term capital gains, if any, are taxable to you generally as capital gains.
Prospectus
Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option. If you elect to receive distributions in cash or to invest distributions automatically in shares of another Fidelity fund, you will receive certain December distributions in January, but those distributions will be taxable as if you received them on December 31.
Prospectus
Fund Services
The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.
FMR is the fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.
<R>As of December 31, 2011, FMR had approximately $1.0 billion in discretionary assets under management.</R>
As the manager, FMR has overall responsibility for directing the fund's investments and handling its business affairs.
FIMM serves as a sub-adviser for the fund. FIMM has day-to-day responsibility for choosing investments for the fund.
<R>FIMM is an affiliate of FMR. As of December 31, 2011, FIMM had approximately $602.4 billion in discretionary assets under management.</R>
Other investment advisers assist FMR with foreign investments:
-
<R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom,
serves as a sub-adviser for the fund. As of December 31, 2011, FMR U.K. had approximately $13.4 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United States
and may also provide investment advisory services for the fund. FMR U.K. is an affiliate of FMR.</R>
-
<R>Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2011, FMR H.K. had approximately $7.1 billion in discretionary assets under management. FMR H.K.
may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services
for the fund. FMR H.K. is an affiliate of FMR.</R>
-
Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan,
serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the
United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR Japan is an affiliate of FMR.
From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market
or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and,
because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf
of any Fidelity fund.
Prospectus
Fund Services - continued
The fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month.
The fund's annual management fee rate is 0.25% of its average net assets.
FMR pays FIMM, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.
<R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the
fund's annual report for the fiscal period ended October 31, 2012.</R>
FMR may, from time to time, agree to reimburse a class for, or waive, management fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified limit prior to the end of the fiscal year.
Reimbursement or waiver arrangements can decrease expenses and boost performance.
Effective June 19, 2001, FMR has voluntarily agreed to reimburse the class of shares of the fund to the extent that the management fee, other
expenses, and total operating expenses (excluding interest, taxes, brokerage commissions, extraordinary expenses, and acquired fund fees and
expenses, if any), as a percentage of its average net assets, exceed 0.45%. This arrangement may be discontinued by FMR at any time.
The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.
FDC distributes the fund's shares.
Intermediaries, including banks, broker-dealers, and other service-providers (who may be affiliated with FMR or FDC), may receive from FMR,
FDC, and/or their affiliates compensation for their services intended to result in the sale of class shares. This compensation may take the form
of payments for additional distribution-related activities and/or shareholder services and payments for educational seminars and training, including seminars sponsored by FMR or an affiliate, or by an intermediary. These payments are described in more detail in this section and in
the statement of additional information (SAI).
Fidelity Tax-Free Money Market Fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (1940 Act) that recognizes that FMR may use its management fee revenues, as well as its past profits or its resources from any other
source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Fidelity Tax-Free Money Market
Fund shares and/or shareholder support services. FMR, directly or through FDC, may pay significant amounts to intermediaries, such as banks,
broker-dealers, and other service-providers, that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for Fidelity Tax-Free Money Market Fund.
Prospectus
If payments made by FMR to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of a class's assets
on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales charges.
From time to time, FDC may offer special promotional programs to investors who purchase shares of Fidelity funds. For example, FDC may offer
merchandise, discounts, vouchers, or similar items to investors who purchase shares of certain Fidelity funds during certain periods. To determine if you qualify for any such programs, contact Fidelity or visit our web site at www.fidelity.com.
No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than
those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to
make such offer.
Prospectus
STATEMENT OF ADDITIONAL INFORMATION
<R>
December 29, 2012
</R>
This statement of additional information (SAI) is not a prospectus. Portions of the fund's annual report are
incorporated herein. The annual report is supplied with this SAI.
<R>To obtain a free additional copy of the prospectus or SAI, dated December 29, 2012, or an annual report,
please call Fidelity at 1-800-544-8544 or visit Fidelity's web site at www.fidelity.com.</R>
<R>TFM-PTB-1212
1.756519.113</R>
TABLE OF CONTENTS
INVESTMENT
POLICIES
AND LIMITATIONS
The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of the fund's assets that may be invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such
security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.
The fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.
The following are the fund's fundamental investment limitations set forth in their entirety.
Diversification
The fund may not purchase the securities of any issuer, if, as a result, the fund would not comply with any applicable diversification
requirements for a money market fund under the Investment Company Act of 1940 and the rules thereunder, as such may be amended from
time to time.
Senior Securities
The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.
Short Sales
The fund may not make short sales of securities.
Margin Purchases
The fund may not purchase any securities on margin, except for such short-term credits as are necessary for the clearance of transactions.
Borrowing
The fund may not borrow money, except for temporary or emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed the 33 1/3% of the fund's assets by reason of a decline in net assets will be reduced within three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.
Underwriting
The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.
Concentration
The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S. territory or possession or a state or local government,
or a political subdivision of any of the foregoing) if, as a result, more than 25% of the fund's total assets would be invested in securities of
companies whose principal business activities are in the same industry.
For purposes of the fund's concentration limitation discussed above, Fidelity Management & Research Company (FMR) identifies
the issuer of a security depending on its terms and conditions. In identifying the issuer, FMR will consider the entity or entities responsible for payment of interest and repayment of principal and the source of such payments; the way in which assets and revenues of an
issuing political subdivision are separated from those of other political entities; and whether a governmental body is guaranteeing the
security.
<R>For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular
issuer and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party
classification provider used by FMR does not assign a classification.</R>
Real Estate
The fund may not purchase or sell real estate, but this shall not prevent the fund from investing in municipal bonds or other obligations
secured by real estate or interests therein.
Commodities
The fund may not purchase or sell commodities or commodity (futures) contracts.
Loans
The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.
Oil, Gas, and Mineral Exploration Programs
The fund may not invest in oil, gas, or other mineral exploration or development programs.
Pooled Funds
The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the
fund.
The following investment limitations are not fundamental and may be changed without shareholder approval.
Diversification
The fund does not currently intend to purchase a security (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, or securities of other money market funds) if, as a result, more than 5% of its total assets would be invested in
securities of a single issuer; provided that the fund may invest up to 25% of its total assets in the first tier securities of a single issuer for up to
three business days.
For purposes of the fund's diversification limitation discussed above, FMR identifies the issuer of a security depending on its terms
and conditions. In identifying the issuer, FMR will consider the entity or entities responsible for payment of interest and repayment of
principal and source of such payments; the way in which assets and revenues of an issuing political subdivision are separated from those
of other political entities; and whether a governmental body is guaranteeing the security.
For purposes of the fund's diversification limitation discussed above, certain securities subject to guarantees (including insurance,
letters of credit and demand features) are not considered securities of their issuer, but are subject to separate diversification requirements, in accordance with industry standard requirements for money market funds.
Borrowing
The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated
as borrowings for purposes of the fundamental borrowing investment limitation).
Illiquid Securities
The fund does not currently intend to purchase any security if, as a result, more than 5% of its total assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business within seven days at approximately the value ascribed to it by the fund.
For purposes of the fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 5% of its total assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.
Loans
The fund does not currently intend to engage in repurchase agreements or make loans, but this limitation does not apply to purchases of
debt securities.
Pooled Funds
The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and limitations as the fund.
The following pages contain more detailed information about types of instruments in which the fund may invest, techniques the fund's
adviser (or a sub-adviser) may employ in pursuit of the fund's investment objective, and a summary of related risks. The fund's adviser (or a
sub-adviser) may not buy all of these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its
goal. However, the fund's adviser (or a sub-adviser) is not required to buy any particular instrument or use any particular technique even if to do
so might benefit the fund.
On the following pages in this section titled "Investment Policies and Limitations," and except as otherwise indicated, references to "an
adviser" or "the adviser" may relate to the fund's adviser or a sub-adviser, as applicable.
Affiliated Bank Transactions.
A Fidelity fund may engage in transactions with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings.
In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.
Borrowing.
Tax-Exempt Fund may make additional investments while borrowings are outstanding.
Cash Management.
A fund may hold uninvested cash. A municipal fund's uninvested cash may earn credits that reduce fund expenses.
Central Funds
are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients. Central
funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs related
to their investment activity (such as custodial fees and expenses), but do not pay additional management fees to Fidelity. The investment results
of the portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those funds.
Illiquid Securities
cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.
Difficulty in selling securities may result in a loss or may be costly to a fund.
Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and, through
reports from the fund's adviser, the Board monitors investments in illiquid securities.
Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and
quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature
of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer,
any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to
dispose of the security, and the ability to assign or offset the rights and obligations of the security).
Increasing Government Debt.
The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily indicate or
cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.
A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able to
make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies, and can
prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.
On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to
"AA+" from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as "A-1+,"
there is no guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's Ratings
Services stated that its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices and yields of securities supported by the full faith and credit of the U.S. Government may be adversely affected by Standard & Poor's Ratings Services decisions to downgrade the long-term sovereign credit rating of the United States.
<R>
Insolvency of Issuers, Counterparties, and Intermediaries.
Issuers of fund portfolio securities or counterparties to fund transactions that become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty,
increased illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets, where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets, and bankruptcy
laws differ from those of the U.S.</R>
<R>As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and
preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities
and the results of related proceedings can be unpredictable.</R>
<R>If a counterparty to a fund transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of
related fund assets or in exercising other rights against the counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate a transaction or obtain related assets or collateral in a timely fashion. Uncertainty
may also arise upon the insolvency of an intermediary with which a fund has pending transactions. If an intermediary becomes insolvent, while
securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also take time to resolve, which
may result in illiquid positions.</R>
Interfund Borrowing and Lending Program.
Pursuant to an exemptive order issued by the SEC, a Fidelity fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Municipal funds currently intend to participate in this program only as borrowers. A Fidelity fund will borrow through the program only when the costs are equal to or lower than the costs of bank loans. Interfund
borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's notice. A Fidelity
fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed.
Inverse Floaters
have variable interest rates that typically move in the opposite direction from movements in prevailing short-term interest
rate levels - rising when prevailing short-term interest rates fall, and falling when short-term interest rates rise. The prices of inverse floaters
can be considerably more volatile than the prices of other investments with comparable maturities and/or credit quality.
<R>
Investments by Large Shareholders.
A fund may experience large redemptions or investments due to transactions in fund shares by
large shareholders. While it is impossible to predict the overall effect of these transactions over time, there could be an adverse impact on a
fund's performance. In the event of such redemptions or investments, a fund could be required to sell securities or to invest cash at a time when
it may not otherwise desire to do so. Such transactions may increase a fund's brokerage and/or other transaction costs and affect the liquidity of
a fund's portfolio. In addition, when investors own a substantial portion of a fund's shares, a large redemption could cause actual expenses to
increase, or could result in the fund's current expenses being allocated over a smaller asset base, leading to an increase in the fund's expense
ratio. Redemptions of fund shares could also accelerate the realization of taxable capital gains in the fund if sales of securities result in capital
gains. The impact of these transactions is likely to be greater when a significant investor purchases, redeems, or owns a substantial portion of
the fund's shares. When possible, Fidelity will consider how to minimize these potential adverse effects, and may take such actions as it deems
appropriate to address potential adverse effects, including redemption of shares in-kind rather than in cash or carrying out the transactions over
a period of time, although there can be no assurance that such actions will be successful. A high volume of redemption requests can impact a
fund the same way as the transactions of a single shareholder with substantial investments.</R>
Money Market Securities
are high-quality, short-term obligations. Money market securities may be structured to be, or may employ a
trust or other form so that they are, eligible investments for money market funds. For example, put features can be used to modify the maturity
of a security or interest rate adjustment features can be used to enhance price stability. If a structure fails to function as intended, adverse tax or
investment consequences may result. Neither the Internal Revenue Service (IRS) nor any other regulatory authority has ruled definitively on
certain legal issues presented by certain structured securities. Future tax or other regulatory determinations could adversely affect the value,
liquidity, or tax treatment of the income received from these securities or the nature and timing of distributions made by a fund.
Municipal Insurance.
A municipal bond may be covered by insurance that guarantees the bond's scheduled payment of interest and repayment of principal. This type of insurance may be obtained by either (i) the issuer at the time the bond is issued (primary market insurance),
or (ii) another party after the bond has been issued (secondary market insurance).
Both primary and secondary market insurance guarantee timely and scheduled repayment of all principal and payment of all interest on a
municipal bond in the event of default by the issuer, and cover a municipal bond to its maturity, typically enhancing its credit quality and value.
Municipal bond insurance does not insure against market fluctuations or fluctuations in a fund's share price. In addition, a municipal
bond insurance policy will not cover: (i) repayment of a municipal bond before maturity (redemption), (ii) prepayment or payment of an
acceleration premium (except for a mandatory sinking fund redemption) or any other provision of a bond indenture that advances the maturity of the bond, or (iii) nonpayment of principal or interest caused by negligence or bankruptcy of the paying agent. A mandatory sinking
fund redemption may be a provision of a municipal bond issue whereby part of the municipal bond issue may be retired before maturity.
Because a significant portion of the municipal securities issued and outstanding is insured by a small number of insurance companies, not
all of which have the highest credit rating, an event involving one or more of these insurance companies could have a significant adverse effect
on the value of the securities insured by that insurance company and on the municipal markets as a whole. Ratings of insured bonds reflect the
credit rating of the insurer, based on the rating agency's assessment of the creditworthiness of the insurer and its ability to pay claims on its
insurance policies at the time of the assessment. While the obligation of a municipal bond insurance company to pay a claim extends over the
life of an insured bond, there is no assurance that municipal bond insurers will meet their claims. A higher-than-anticipated default rate on
municipal bonds or in connection with other insurance the insurer provides could strain the insurer's loss reserves and adversely affect its
ability to pay claims to bondholders.
FMR may decide to retain an insured municipal bond that is in default, or, in FMR's view, in significant risk of default. While a fund holds a
defaulted, insured municipal bond, the fund collects interest payments from the insurer and retains the right to collect principal from the insurer
when the municipal bond matures, or in connection with a mandatory sinking fund redemption.
Municipal Leases
and participation interests therein may take the form of a lease, an installment purchase, or a conditional sale contract
and are issued by state and local governments and authorities to acquire land or a wide variety of equipment and facilities. Generally, a fund will
not hold these obligations directly as a lessor of the property, but will purchase a participation interest in a municipal obligation from a bank or
other third party. A participation interest gives the purchaser a specified, undivided interest in the obligation in proportion to its purchased
interest in the total amount of the issue.
Municipal leases frequently have risks distinct from those associated with general obligation or revenue bonds. State constitutions and
statutes set forth requirements that states or municipalities must meet to incur debt. These may include voter referenda, interest rate limits, or
public sale requirements. Leases, installment purchases, or conditional sale contracts (which normally provide for title to the leased asset to
pass to the governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting their
constitutional and statutory requirements for the issuance of debt. Many leases and contracts include "non-appropriation clauses" providing
that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for such
purposes by the appropriate legislative body on a yearly or other periodic basis. Non-appropriation clauses free the issuer from debt issuance
limitations. If a municipality stops making payments or transfers its obligations to a private entity, the obligation could lose value or become
taxable.
Municipal Market Disruption Risk.
The value of municipal securities may be affected by uncertainties in the municipal market related to
legislation or litigation involving the taxation of municipal securities or the rights of municipal securities holders in the event of a bankruptcy.
Proposals to restrict or eliminate the federal income tax exemption for interest on municipal securities are introduced before Congress from
time to time. Proposals also may be introduced before state legislatures that would affect the state tax treatment of a municipal fund's distributions. If such proposals were enacted, the availability of municipal securities and the value of a municipal fund's holdings would be affected,
and the Trustees would reevaluate the fund's investment objectives and policies. Municipal bankruptcies are relatively rare, and certain provisions of the U.S. Bankruptcy Code governing such bankruptcies are unclear and remain untested. Further, the application of state law to municipal issuers could produce varying results among the states or among municipal securities issuers within a state. These legal uncertainties could
affect the municipal securities market generally, certain specific segments of the market, or the relative credit quality of particular securities.
Any of these effects could have a significant impact on the prices of some or all of the municipal securities held by a fund, making it more
difficult for a money market fund to maintain a stable net asset value per share (NAV).
Municipal securities may be susceptible to downgrade, default, and bankruptcy, particularly during economic downturns. Factors affecting
municipal securities include the budgetary constraints of local, state, and federal governments upon which the municipalities issuing municipal
securities may be relying for funding, as well as lower tax collections, fluctuations in interest rates, and increasing construction costs. Municipal securities are also subject to the risk that the perceived likelihood of difficulties in the municipal securities markets could result in increased
illiquidity, volatility, and credit risk. Certain municipal issuers may be unable to obtain additional financing through, or be required to pay
higher interest rates on, new issues, which may reduce revenues available for these municipal issuers to pay existing obligations. In addition,
certain municipal issuers may be unable to issue or market securities, resulting in fewer investment opportunities for funds investing in municipal securities.
Education.
In general, there are two types of education-related bonds: those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans. Bonds issued to supply educational institutions with funds are subject to the
risk of unanticipated revenue decline, primarily the result of decreasing student enrollment or decreasing state and federal funding. Among the
factors that may lead to declining or insufficient revenues are restrictions on students' ability to pay tuition, availability of state and federal funding, and general economic conditions. Student loan revenue bonds are generally offered by state (or substate) authorities or commissions and are
backed by pools of student loans. Underlying student loans may be guaranteed by state guarantee agencies and may be subject to reimbursement
by the United States Department of Education through its guaranteed student loan program. Others may be private, uninsured loans made to
parents or students which are supported by reserves or other forms of credit enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on program latitude and demand for loans. Cash flows supporting student
loan revenue bonds are impacted by numerous factors, including the rate of student loan defaults, seasoning of the loan portfolio, and student
repayment deferral periods of forbearance. Other risks associated with student loan revenue bonds include potential changes in federal legislation
regarding student loan revenue bonds, state guarantee agency reimbursement and continued federal interest and other program subsidies currently
in effect.
Electric Utilities.
The electric utilities industry has been experiencing, and will continue to experience, increased competitive pressures.
Federal legislation in the last two years will open transmission access to any electricity supplier, although it is not presently known to what
extent competition will evolve. Other risks include: (a) the availability and cost of fuel, (b) the availability and cost of capital, (c) the effects of
conservation on energy demand, (d) the effects of rapidly changing environmental, safety, and licensing requirements, and other federal, state,
and local regulations, (e) timely and sufficient rate increases, and (f) opposition to nuclear power.
Health Care.
The health care industry is subject to regulatory action by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for the health care industry is payments from the Medicare and Medicaid
programs. As a result, the industry is sensitive to legislative changes and reductions in governmental spending for such programs. Numerous
other factors may affect the industry, such as general and local economic conditions; demand for services; expenses (including malpractice
insurance premiums); and competition among health care providers. In the future, the following elements may adversely affect health care
facility operations: adoption of legislation proposing a national health insurance program; other state or local health care reform measures;
medical and technological advances which dramatically alter the need for health services or the way in which such services are delivered;
changes in medical coverage which alter the traditional fee-for-service revenue stream; and efforts by employers, insurers, and governmental
agencies to reduce the costs of health insurance and health care services.
Housing.
Housing revenue bonds are generally issued by a state, county, city, local housing authority, or other public agency. They generally are secured by the revenues derived from mortgages purchased with the proceeds of the bond issue. It is extremely difficult to predict the
supply of available mortgages to be purchased with the proceeds of an issue or the future cash flow from the underlying mortgages. Consequently, there are risks that proceeds will exceed supply, resulting in early retirement of bonds, or that homeowner repayments will create an
irregular cash flow. Many factors may affect the financing of multi-family housing projects, including acceptable completion of construction,
proper management, occupancy and rent levels, economic conditions, and changes to current laws and regulations.
Transportation.
Transportation debt may be issued to finance the construction of airports, toll roads, highways, or other transit facilities.
Airport bonds are dependent on the general stability of the airline industry and on the stability of a specific carrier who uses the airport as a hub.
Air traffic generally follows broader economic trends and is also affected by the price and availability of fuel. Toll road bonds are also affected
by the cost and availability of fuel as well as toll levels, the presence of competing roads and the general economic health of an area. Fuel costs
and availability also affect other transportation-related securities, as do the presence of alternate forms of transportation, such as public transportation.
Water and Sewer.
Water and sewer revenue bonds are often considered to have relatively secure credit as a result of their issuer's importance, monopoly status, and generally unimpeded ability to raise rates. Despite this, lack of water supply due to insufficient rain, run-off, or
snow pack is a concern that has led to past defaults. Further, public resistance to rate increases, costly environmental litigation, and Federal
environmental mandates are challenges faced by issuers of water and sewer bonds.
NRSROs.
The Board of Trustees has designated each of the following nationally recognized statistical rating organizations (NRSROs) as a
"designated NRSRO" pursuant to Rule 2a-7 under the 1940 Act: DBRS Ltd.; Fitch, Inc.; Moody's Investors Service, Inc.; and Standard &
Poor's Ratings Services.
Put Features
entitle the holder to sell a security back to the issuer or a third party at any time or at specified intervals. In exchange for this
benefit, a fund may accept a lower interest rate. Securities with put features are subject to the risk that the put provider is unable to honor the put
feature (purchase the security). Put providers often support their ability to buy securities on demand by obtaining letters of credit or other
guarantees from other entities. Demand features, standby commitments, and tender options are types of put features.
Reforms and Government Intervention in the Financial Markets.
Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led the U.S.
Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments
of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and their effects are
uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that
affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Reforms may
also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in
certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of fund investments.
The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may
experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by
increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or
foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted.
<R>
Repurchase Agreements
involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a
separate account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental
amount. The value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In
addition, delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to
exercise its right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity fund may engage in repurchase
agreement transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.</R>
Restricted Securities
are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities
Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to
pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it
may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.
Reverse Repurchase Agreements.
In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such transactions may
increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage.
<R>
Securities of Other Investment Companies,
including shares of closed-end investment companies (which include business development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the investment company-level, such as portfolio management fees and
operating expenses. For certain investment companies, such as BDCs, these expenses may be significant. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium
or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.</R>
The extent to which a fund can invest in securities of other investment companies may be limited by federal securities laws.
Sources of Liquidity or Credit Support.
Issuers may employ various forms of credit and liquidity enhancements, including letters of
credit, guarantees, swaps, puts, and demand features, and insurance provided by domestic or foreign entities such as banks and other financial
institutions. An adviser and its affiliates may rely on their evaluation of the credit of the issuer or the credit of the liquidity or credit enhancement provider for purposes of making initial and ongoing minimal credit risk determinations for a money market fund. In evaluating the credit
of a foreign bank or other foreign entities, factors considered may include whether adequate public information about the entity is available and
whether the entity may be subject to unfavorable political or economic developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment. Changes in the credit quality of the issuer and/or entity providing the enhancement could affect
the value of the security or a fund's share price.
Temporary Defensive Policies.
Tax-Exempt Fund reserves the right to hold a substantial amount of uninvested cash for temporary, defensive purposes. In addition, Tax-Exempt Fund reserves the right to invest more than normally permitted in federally taxable obligations for temporary, defensive purposes.
Tender Option Bonds
are created by depositing intermediate- or long-term, fixed-rate or variable rate, municipal bonds into a trust and
issuing two classes of trust interests (or "certificates") with varying economic interests to investors. Holders of the first class of trust interests,
or floating rate certificates, receive tax-exempt interest based on short-term rates and may tender the certificate to the trust at par. As consideration for providing the tender option, the trust sponsor (typically a bank, broker-dealer, or other financial institution) receives periodic fees. The
trust pays the holders of the floating rate certificates from proceeds of a remarketing of the certificates or from a draw on a liquidity facility
provided by the sponsor. A fund investing in a floating rate certificate effectively holds a demand obligation that bears interest at the prevailing
short-term tax-exempt rate. The floating rate certificate is typically an eligible security for money market funds. Holders of the second class of
interests, sometimes called the residual income certificates, are entitled to any tax-exempt interest received by the trust that is not payable to
floating rate certificate holders, and bear the risk that the underlying municipal bonds decline in value. In selecting tender option bonds, FMR
will consider the creditworthiness of the issuer of the underlying bond deposited in the trust, the experience of the custodian, and the quality of
the sponsor providing the tender option. In certain instances, the tender option may be terminated if, for example, the issuer of the underlying
bond defaults on interest payments.
Transfer Agent Bank Accounts.
Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a similar series of bank accounts.
If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the fund when opening, closing, and conducting
business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements. Any
balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with such an account are
investment risks of the fund. The fund faces the risk of loss of these balances if the bank becomes insolvent.
Variable and Floating Rate Securities
provide for periodic adjustments in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a
change in a designated benchmark rate or the issuer's credit quality, sometimes subject to a cap or floor on such rate. Some variable or floating
rate securities are structured with put features that permit holders to demand payment of the unpaid principal balance plus accrued interest from
the issuers or certain financial intermediaries.
When-Issued and Forward Purchase or Sale Transactions
involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.
When purchasing securities pursuant to one of these transactions, the purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. Because payment for the securities is not
required until the delivery date, these risks are in addition to the risks associated with a fund's investments. If a fund remains substantially fully
invested at a time when a purchase is outstanding, the purchases may result in a form of leverage. When a fund has sold a security pursuant to
one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could miss a favorable price or yield opportunity or suffer a loss.
A fund may renegotiate a when-issued or forward transaction and may sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.
PORTFOLIO
TRANSACTIONS
Orders for the purchase or sale of portfolio securities are placed on behalf of the fund by FMR pursuant to authority contained in the management contract. To the extent that FMR grants investment management authority to a sub-adviser (see the section entitled "Management
Contract"), that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with
the policies described in this section.
FMR or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion.
The fund will not incur any commissions or sales charges when it invests in shares of open-end investment companies (including any
underlying central funds), but it may incur such costs when it invests directly in other types of securities.
Purchases and sales of equity securities on a securities exchange or over-the-counter (OTC) are effected through brokers who receive compensation for their services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal
transactions (in both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network (ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.
Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although
there is no stated brokerage commission paid by the fund for any fixed-income security, the price paid by the fund to an underwriter includes
the disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the
spread between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in
underwritten fixed price offerings.
The Trustees of the fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio securities transactions on behalf of the fund. The Trustees also review the compensation paid by the fund over representative periods of time to
determine if it was reasonable in relation to the benefits to the fund.
<R>
FMR.
</R>
The Selection of Securities Brokers and Dealers
FMR or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the fund's
portfolio securities transactions. In selecting securities brokers, including affiliates of FMR, to execute the fund's portfolio securities transactions,
FMR or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMR's or its affiliates' overall
responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio manager, which may
emphasize, for example, speed of execution over other factors. Based on the factors considered, FMR or its affiliates may choose to execute an
order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by actively working an order.
Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the liquidity and depth afforded by a market
center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMR or its affiliates; the trader's
assessment of whether and how closely the broker likely will follow the trader's instructions to the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the execution services rendered on a continuing basis; the
execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the
provision of additional brokerage and research products and services, if applicable.
The trading desks through which FMR or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.
In seeking best qualitative execution for portfolio securities transactions, FMR or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. FMR or its
affiliates also may select a broker that charges more than the lowest available commission rate available from another broker. FMR or its
affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to
a second broker where a client does not permit trading with an affiliate of FMR or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection
of a futures commission merchant (FCM) is generally based on the overall quality of execution and other services provided by the FCM. FMR
or its affiliates may choose to execute futures transactions electronically.
<R>FMR may enter into trading services agreements with its affiliates to facilitate transactions in non-United States markets.</R>
The Acquisition of Brokerage and Research Products and Services
Brokers (who are not affiliates of FMR) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMR or its
affiliates.
<R>
Research Products and Services.
These products and services may include, when permissible under applicable law: economic, industry, company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation;
compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMR or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and
research products and services supplement FMR's or its affiliates' own research activities in providing investment advice to the fund.</R>
<R>
Execution Services.
In addition, brokerage and research products and services may include, when permissible under applicable law,
those that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not
limited to, communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).</R>
Mixed-Use Products and Services.
Although FMR or its affiliates do not use fund commissions to pay for products or services that do not
qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMR's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMR or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").
Benefit to FMR.
FMR's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and
research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FMR or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services that FMR or its affiliates receive are furnished by brokers on their own initiative,
either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services
may be provided at no additional cost to FMR or its affiliates or have no explicit cost associated with them. In addition, FMR or its affiliates
may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may
be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.
FMR's Decision-Making Process.
In connection with the allocation of fund brokerage, FMR or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMR or its affiliates, viewed in terms of the particular transaction for the fund or FMR's or its affiliates' overall responsibilities to the fund or other investment companies and investment accounts for which FMR or its affiliates have investment discretion; however,
each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While FMR or its
affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether
compensation paid is reasonable, neither FMR, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to pay for any
brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these
brokerage and research products and services assist FMR or its affiliates in terms of their overall investment responsibilities to the fund or any
other investment companies and investment accounts for which FMR or its affiliates have investment discretion. Certain funds or investment
accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FMR or its affiliates.
Research Contracts.
FMR or its affiliates have arrangements with certain third-party research providers and brokers through whom FMR
or its affiliates effect fund trades, whereby FMR or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMR or its affiliates may
still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research products and
services to FMR or its affiliates, or that may be available from another broker. FMR or its affiliates view hard dollar payments for research
products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar arrangements the
commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMR's or its affiliates' determination to
pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on FMR's or its affiliates'
part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.
Commission Recapture
FMR or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMR) who have entered into arrangements
with FMR or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund to
offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.
Affiliated Transactions
FMR or its affiliates may place trades with certain brokers, including National Financial Services LLC (NFS), with whom they are under
common control, provided FMR or its affiliates determine that these affiliates' trade execution abilities and costs are comparable to those of
non-affiliated, qualified brokerage firms. In addition, FMR or its affiliates may place trades with brokers that use NFS as a clearing agent.
<R>The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which
an affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.</R>
Non-U.S. Securities Transactions
To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.
Trade Allocation
<R>Although the Trustees and officers of the fund are substantially the same as those of certain other funds managed by FMR or its affiliates, investment decisions for the fund are made independently from those of other funds or investment accounts (including proprietary accounts) managed by FMR or its affiliates. The same security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when several funds and investment accounts are managed by the same investment adviser, or
an affiliate thereof, particularly when the same security is suitable for the investment objective of more than one fund or investment account.</R>
When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security, including a futures
contract, the prices and amounts are allocated in accordance with procedures believed by FMR to be appropriate and equitable to each fund or
investment account. In some cases this could have a detrimental effect on the price or value of the security as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.
<R>
Fidelity Investments Money Management, Inc. (FIMM).
</R>
<R>
The Selection of Securities Brokers and Dealers
</R>
<R>FIMM or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place
the fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FIMM, to execute the fund's portfolio securities transactions, FIMM or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FIMM's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager. Based on the factors considered, FIMM or its affiliates may choose to execute an order by using an electronic trading platform or by
calling one or more dealers. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity provided by individual brokers; the reliability of a broker; the broker's overall trading relationship with FIMM or its affiliates; the
trader's assessment of whether and how closely the broker likely will follow the trader's instructions to the broker; the degree of anonymity that
a particular broker can provide; the potential for avoiding or lessening market impact; the execution services rendered on a continuing basis;
the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable;
and the provision of additional brokerage and research products and services, if applicable.</R>
<R>The trading desks through which FIMM or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of
the fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.</R>
<R>FIMM may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets.</R>
<R>
The Acquisition of Brokerage and Research Products and Services
</R>
<R>Brokers (who are not affiliates of FIMM) that execute transactions for the fund may receive higher compensation from the fund than
other brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FIMM
or its affiliates.</R>
<R>
Research Products and Services.
These products and services may include, when permissible under applicable law: economic, industry, company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation;
compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FIMM or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage
and research products and services supplement FIMM's or its affiliates' own research activities in providing investment advice to the
fund.</R>
<R>
Execution Services.
In addition, brokerage and research products and services may include, when permissible under applicable law,
those that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not
limited to, communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).</R>
<R>
Mixed-Use Products and Services.
Although FIMM or its affiliates do not use fund commissions to pay for products or services that
do not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are
not used exclusively in FIMM's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FIMM or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").</R>
<R>
Benefit to FIMM.
FIMM's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage
and research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FIMM or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed
separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of
the brokerage and research products and services FIMM or its affiliates receive are furnished by brokers on their own initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services may be provided at
no additional cost to FIMM or its affiliates or have no explicit cost associated with them. In addition, FIMM or its affiliates may request that a
broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may be provided by a
broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.</R>
<R>
FIMM's Decision-Making Process.
In connection with the allocation of fund brokerage, FIMM or its affiliates make a good faith
determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products
and services provided to FIMM or its affiliates, viewed in terms of the particular transaction for the fund or FIMM's or its affiliates' overall
responsibilities to the fund or other investment companies and investment accounts for which FIMM or its affiliates have investment discretion; however, each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund.
While FIMM or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in
determining whether compensation paid is reasonable, neither FIMM, its affiliates, nor the fund incur an obligation to any broker, dealer, or
third party to pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or
otherwise. Typically, these brokerage and research products and services assist FIMM or its affiliates in terms of their overall investment responsibilities to the fund or any other investment companies and investment accounts for which FIMM or its affiliates have investment discretion. Certain funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may
also benefit other funds or accounts managed by FIMM or its affiliates.</R>
<R>
Research Contracts.
FIMM or its affiliates have arrangements with certain third-party research providers and brokers through whom
FIMM or its affiliates effect fund trades, whereby FIMM or its affiliates may pay with fund commissions or hard dollars for all or a portion of
the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FIMM or its
affiliates may still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research
products and services to FIMM or its affiliates, or that may be available from another broker. FIMM or its affiliates view hard dollar payments
for research products and services as likely to reduce the fund's total commission costs. FIMM's or its affiliates' determination to pay for
research products and services separately, rather than bundled with fund commissions, is wholly voluntary on FIMM's or its affiliates' part and
may be extended to additional brokers or discontinued with any broker participating in this arrangement.</R>
<R>
Affiliated Transactions
</R>
<R>FIMM or its affiliates may place trades with certain brokers, including NFS, with whom they are under common control, provided
FIMM or its affiliates determine that these affiliates' trade execution abilities and costs are comparable to those of non-affiliated, qualified
brokerage firms. In addition, FIMM or its affiliates may place trades with brokers that use NFS as a clearing agent.</R>
<R>The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which
an affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.</R>
<R>
Non-U.S. Securities Transactions
</R>
<R>To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot
foreign currency transactions with foreign currency dealers.</R>
<R>
Trade Allocation
</R>
<R>Although the Trustees and officers of the fund are substantially the same as those of certain other funds managed by FIMM or its
affiliates, investment decisions for the fund are made independently from those of other funds or investment accounts (including proprietary
accounts) managed by FIMM or its affiliates. The same security is often held in the portfolio of more than one of these funds or investment
accounts. Simultaneous transactions are inevitable when several funds and investment accounts are managed by the same investment adviser,
or an affiliate thereof, particularly when the same security is suitable for the investment objective of more than one fund or investment account.</R>
<R>When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security, including a
futures contract, the prices and amounts are allocated in accordance with procedures believed by FIMM to be appropriate and equitable to each
fund or investment account. In some cases this could have a detrimental effect on the price or value of the security as far as the fund is concerned.
In other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.</R>
Commissions Paid
A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The
amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.
<R>For the fiscal years ended October 31, 2012, 2011, and 2010 the fund paid no brokerage commissions.</R>
<R>During the fiscal year ended October 31, 2012, the fund paid no brokerage commissions to firms for providing research or brokerage
services. During the twelve-month period ended September 30, 2012, the fund did not allocate brokerage commissions to firms for providing
research or brokerage services.</R>
VALUATION
The class's NAV is the value of a single share. The NAV of the class is computed by adding the class's pro rata share of the value of the
fund's investments, cash, and other assets, subtracting the class's pro rata share of the fund's liabilities, subtracting the liabilities allocated to the
class, and dividing the result by the number of shares of that class that are outstanding.
The Board of Trustees has ultimate responsibility for pricing, but has delegated day-to-day valuation oversight responsibilities to FMR.
FMR has established the FMR Fair Value Committee to fulfill these oversight responsibilities.
Shares of open-end investment companies (including any underlying money market central funds) held by the fund are valued at their
respective NAVs.
Other portfolio securities and assets held by the fund, as well as portfolio securities and assets held by an underlying money market central
fund, are valued on the basis of amortized cost. This technique involves initially valuing an instrument at its cost as adjusted for amortization of
premium or accretion of discount rather than its current market value. The amortized cost value of an instrument may be higher or lower than
the price the fund would receive if it sold the instrument.
At such intervals as they deem appropriate, the Trustees consider the extent to which NAV calculated using market valuations would deviate from the $1.00 per share calculated using amortized cost valuation. If the Trustees believe that a deviation from the fund's amortized cost
per share may result in material dilution or other unfair results to shareholders, the Trustees have agreed to take such corrective action, if any, as
they deem appropriate to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results. Such corrective action could
include selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding dividends; redeeming shares in kind; establishing NAV by using available market quotations; and such other measures as the Trustees may deem
appropriate.
BUYING,
SELLING,
AND EXCHANGING INFORMATION
The fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures
approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this
purpose as they are valued in computing the class's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain
or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon the sale of such securities or other
property.
DISTRIBUTIONS
AND
TAXES
Dividends.
To the extent that the fund's income is reported in a written statement to shareholders as federally tax-exempt interest, the
dividends declared by the fund will be federally tax-exempt, provided that the fund qualifies to pay tax-exempt dividends. In order to qualify to
pay tax-exempt dividends, at least 50% of the value of the fund's total assets (including uninvested assets) must consist of tax-exempt municipal securities at the close of each quarter of the fund's taxable year. Short-term capital gains are taxable at ordinary income tax rates.
Generally, the fund purchases municipal securities whose interest, in the opinion of bond counsel, is free from federal income tax and from
the federal alternative minimum tax (AMT). Neither FMR nor the fund guarantees that this opinion is correct, and there is no assurance that the
IRS will agree with bond counsel's opinion. Issuers or other parties generally enter into covenants requiring continuing compliance with federal tax requirements to preserve the tax-free status of interest payments over the life of the security. If at any time the covenants are not complied
with, or if the IRS otherwise determines that the issuer did not comply with relevant tax requirements, interest payments from a security could
become federally taxable, possibly retroactively to the date the security was issued and you may need to file an amended income tax return. For
certain types of structured securities, the tax status of the pass-through of tax-free income may also be based on the federal tax treatment of the
structure.
Interest on certain "private activity" securities is subject to the federal AMT, although the interest continues to be excludable from gross
income for other tax purposes. Interest from private activity securities is a tax preference item for the purposes of determining whether a taxpayer is subject to the AMT and the amount of AMT to be paid, if any.
A portion of the gain on municipal bonds purchased at market discount after April 30, 1993 is taxable to shareholders as ordinary income,
not as capital gains.
Capital Gain Distributions.
The fund may distribute any net realized capital gains once a year or more often (as legally permissible), as
necessary.
Tax Status of the Fund.
The fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, the fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis (if the fiscal year is
other than the calendar year), and intends to comply with other tax rules applicable to regulated investment companies.
Other Tax Information.
The information above is only a summary of some of the tax consequences generally affecting the fund and its
shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your tax preparer to determine whether the
sale of shares of the fund resulted in a capital gain or loss or other tax consequence to you. In addition to federal income taxes, shareholders may be
subject to state and local taxes on fund distributions, and shares may be subject to state and local personal property taxes. Investors should consult
their tax advisers to determine whether the fund is suitable to their particular tax situation.
TRUSTEES
AND
OFFICERS
<R>The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is
responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to
oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the
risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the
Trustees oversees 207 funds advised by FMR or an affiliate. Mr. Curvey oversees 443 funds advised by FMR or an affiliate.</R>
<R>The Trustees 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) any Trustee
may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who
is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the month in which his or
her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The
executive officers 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. Except as indicated, each individual has held the office shown or other offices in
the same company for the past five years.</R>
Experience, Skills, Attributes, and Qualifications of the Fund's Trustees.
The Governance and Nominating Committee has adopted a
statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent
Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a
Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also
engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes,
and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current
Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating
Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as
their leadership of standing and ad hoc committees throughout their tenure.
In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders.
Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion
that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.
<R>
Board Structure and Oversight Function.
Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently
serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested
Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise
their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to
be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for
the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session.
Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and
management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.</R>
Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's investment-grade bond, money market,
and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in
Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of
each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational
issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.
<R>The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the
Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities
and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the
occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls
to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii)
creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and
implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through
FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to
enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the
development of additional risk reporting to the Board. The Operations Committee also worked and continues to work with FMR to enhance the
stress tests required under SEC regulations for money market funds. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make
periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds.
The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of
the Fund's Trustees."</R>
Interested Trustees
*:
Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston,
Massachusetts 02109.
|
Name, Age; Principal Occupations and Other Relevant Experience
+
|
|
Abigail P. Johnson (50)
|
|
|
Year of Election or Appointment: 2009
Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Fidelity
Financial Services (2012-present) and President of Personal, Workplace and Institutional Services (2005-present). Ms. Johnson is
Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR (2011-present), and the Vice Chairman
and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a
Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc.
(2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P.
Johnson and Mr. Arthur E. Johnson are not related.
|
|
James C. Curvey (77)
|
|
|
Year of Election or Appointment: 2007
Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of
Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present)
and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of
FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of
Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
|
* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities
under common control with FMR.
+
The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.
Independent Trustees
:
Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
|
<R>
Name, Age; Principal Occupations and Other Relevant Experience
+</R>
|
|
<R>Albert R. Gamper, Jr. (70)</R>
|
|
<R>
|
Year of Election or Appointment: 2006</R>
Mr. Gamper is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present). Prior to
his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance).
During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman
(1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr. Gamper
currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member
of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Barnabas Health Care System.
Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds
(2011-2012) and as Chairman of the Board of Governors, Rutgers University (2004-2007).
|
|
<R>Robert F. Gartland (60)</R>
|
|
<R>
|
Year of Election or Appointment: 2010</R>
Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously, Mr.
Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to his
retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing
Director (1987-2007).
|
|
<R>Arthur E. Johnson (65)</R>
|
|
<R>
|
Year of Election or Appointment: 2008</R>
Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management,
2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management consulting,
2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of
Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON
Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not related to Mr. Edward C.
Johnson 3d or Ms. Abigail P. Johnson.
|
|
<R>Michael E. Kenneally (58)</R>
|
|
<R>
|
Year of Election or Appointment: 2009</R>
Previously, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation
Funds (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit
Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds,
2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA)
designation in 1991.
|
|
<R>James H. Keyes (72)</R>
|
|
<R>
|
Year of Election or Appointment: 2007</R>
Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and
diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since
1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive,
building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies,
1984-2008).
|
|
<R>Marie L. Knowles (66)</R>
|
|
<R>
|
Year of Election or Appointment: 2001</R>
Ms. Knowles is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present).
Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic
Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and
President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently
serves as a Director and Chairman of the Audit Committee of McKesson Corporation (healthcare service, since 2002). Ms.
Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and
of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of
Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of
Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and
manufacturing, 1994-2007).
|
|
<R>Kenneth L. Wolfe (73)</R>
|
|
<R>
|
Year of Election or Appointment: 2005</R>
Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer
(1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications
Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc.
(personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the Independent Trustees of the Fixed
Income and Asset Allocation Funds (2008-2012).
|
<R>
+
The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.</R>
<R>
Executive Officers
:</R>
<R>Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts
02109.</R>
|
<R>
Name, Age; Principal Occupation</R>
|
|
<R>John R. Hebble (54)</R>
|
|
<R>
|
Year of Election or Appointment: 2008
</R>
President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as President
(2011-present), Treasurer, and Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term
Portfolios (2008-present), Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity
Investments.
|
|
<R>Charles S. Morrison (51)</R>
|
|
<R>
|
Year of Election or Appointment: 2012</R>
Vice President of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Morrison also serves as President, Fixed Income
and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's Money Market
Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market
Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain
Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of
Fidelity's Fixed Income Division.
|
|
<R>Nancy D. Prior (45)</R>
|
|
<R>
|
Year of Election or Appointment: 2012</R>
Vice President of Fidelity's Money Market Funds. Ms. Prior also serves as President, Money Market Group of FMR
(2011-present) and is an employee of Fidelity Investments (2002-present). Previously, Ms. Prior served as Managing Director
of Research (2009-2011), Senior Vice President and Deputy General Counsel (2007-2009), and Assistant Secretary of
Fidelity's Fixed Income and Asset Allocation Funds (2008-2009).
|
|
<R>Scott C. Goebel (44)</R>
|
|
<R>
|
Year of Election or Appointment: 2008
</R>
Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments
Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present);
Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General
Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR
LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited
(2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity
Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Assistant Secretary of FIMM
(2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors
Corporation (FDC) (2005-2007).
|
|
<R>Ramon Herrera (38)</R>
|
|
<R>
|
Year of Election or Appointment: 2012</R>
Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Herrera also serves as Vice President,
Associate General Counsel (2010-present) and is an employee of Fidelity Investments (2004-present).
|
|
<R>Elizabeth Paige Baumann (44)</R>
|
|
<R>
|
Year of Election or Appointment: 2012</R>
Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North
Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC
(2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy
Anti-Money Laundering Officer (2007-2012).
|
|
<R>Christine Reynolds (54)</R>
|
|
<R>
|
Year of Election or Appointment: 2008
</R>
Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management
Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms.
Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
|
|
<R>Michael H. Whitaker (45)</R>
|
|
<R>
|
Year of Election or Appointment: 2008
</R>
Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief Compliance
Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present). Mr. Whitaker is an
employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment
Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General
Counsel.
|
|
<R>Joseph F. Zambello (55)</R>
|
|
<R>
|
Year of Election or Appointment: 2011</R>
Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served
as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight
Group (2005-2009).
|
|
<R>Stephanie J. Dorsey (43)</R>
|
|
<R>
|
Year of Election or Appointment: 2008
</R>
Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Assistant Treasurer of
other Fidelity funds (2010-present) and is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served
as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
|
|
<R>Adrien E. Deberghes (45)</R>
|
|
<R>
|
Year of Election or Appointment: 2010
</R>
Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as Vice President and
Assistant Treasurer (2011-present) and Deputy Treasurer (2008-present) of other Fidelity funds, and is an employee of Fidelity
Investments (2008-present). Previously, Mr. Deberghes served as Senior Vice President of Mutual Fund Administration at
State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007),
and Director of Finance for Dunkin' Brands (2000-2005).
|
|
<R>Kenneth B. Robins (43)</R>
|
|
<R>
|
Year of Election or Appointment: 2009
</R>
Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and
Treasurer of other Fidelity funds (2008-present; 2010-present) and is an employee of Fidelity Investments (2004-present).
Previously, Mr. Robins served as Deputy Treasurer of the Fidelity funds (2005-2008) and Treasurer and Chief Financial
Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2006-2008).
|
|
<R>Stephen Sadoski (41)</R>
|
|
<R>
|
Year of Election or Appointment: 2012</R>
Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Sadoski also serves as Deputy Treasurer of
other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served
as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC)
(2009-2012) and as a senior manager at Deloitte & Touche (1997-2009).
|
|
<R>Gary W. Ryan (54)</R>
|
|
<R>
|
Year of Election or Appointment: 2005
</R>
Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice
President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).
|
|
<R>Jonathan Davis (44)</R>
|
|
<R>
|
Year of Election or Appointment: 2010
</R>
Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity
Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and
Associate General Counsel of FMR LLC (2003-2010).
|
Standing Committees of the Fund's Trustees.
The Board of Trustees has established various committees to support the Independent
Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has three
standing committees. The members of each committee are Independent Trustees.
<R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Gamper currently serving as Chair. The committee normally meets at least six times a year, 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 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 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 has oversight of compliance issues not specifically
within the scope of any other committee. These matters include, but are not limited to, significant non-conformance with contract requirements
and other significant regulatory matters and recommending to the Board of Trustees the designation of a person to serve as the funds' CCO.
The committee (i) serves as the primary point of contact for the CCO with regard to Board-related functions; (ii) oversees the annual performance review of the CCO; (iii) makes recommendations concerning the CCO's compensation; and (iv) makes recommendations as needed in
respect of the removal of the CCO. The committee is also responsible for definitive action on all compliance matters involving the potential for
significant reimbursement by FMR. During the fiscal year ended October 31, 2012, the committee held 46 meetings.</R>
<R>The Audit Committee is composed of all of the Independent Trustees, with Mr. Keyes currently serving as Chair. 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 SEC. The committee normally
meets four times a year, or more frequently as called by the Chair. The committee meets separately at least annually with the funds' Treasurer,
with the funds' Chief Financial Officer, with personnel responsible for the internal audit function of FMR LLC, and with the funds' outside
auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors
employed by the funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial
controls of the funds and the funds' service providers (to the extent such controls impact the funds' financial statements); (ii) the funds' auditors and the annual audits of the funds' financial statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and
(v) the accounting policies and disclosures of the funds. The committee considers and acts upon (i) the provision by any outside auditor of any
non-audit services for any fund, and (ii) the provision by any outside auditor of certain non-audit services to 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 funds. It is responsible for approving all audit engagement fees and terms for the funds and
for resolving disagreements between a fund and any outside auditor regarding any fund's financial reporting. 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 funds and any service providers consistent with the rules of the
Public Company Accounting Oversight Board. 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 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 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
funds' or service providers internal controls over financial reporting. The committee will also review any correspondence with regulators or
governmental agencies or published reports that raise material issues regarding the funds' financial statements or accounting policies. These
matters may also be reviewed by the Operations Committee. 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 funds' financial reporting process, will discuss with FMR, the 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 funds. The committee will review with FMR, the funds' outside auditor, internal audit personnel of FMR LLC and, as
appropriate, legal counsel the results of audits of the funds' financial statements. The committee will review periodically the funds' major
internal controls exposures and the steps that have been taken to monitor and control such exposures. During the fiscal year ended October 31,
2012, the committee held six meetings.</R>
<R>The Governance and Nominating Committee is composed of Mr. Gamper (Chair), Ms. Knowles (Vice Chair), and Mr. Johnson. The
committee meets as called by the Chair. 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 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 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 may conduct or authorize investigations
into or studies of matters within the committee's scope of responsibilities, and may retain, at the 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 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 regularly scheduled Board meetings during the 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 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 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. During the fiscal year ended
October 31, 2012, the committee held eight meetings.</R>
<R>The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in the fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2011.</R>
<R>Interested Trustees</R>
|
|
<R>
DOLLAR RANGE OF
FUND SHARES
|
Abigail P. Johnson
|
James C. Curvey</R>
|
|
<R>
The fund
|
none
|
none</R>
|
|
<R>
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000</R>
|
<R>Independent Trustees</R>
|
|
<R>
DOLLAR RANGE OF
FUND SHARES
|
Albert R. Gamper, Jr.
|
Robert F. Gartland
|
Arthur E. Johnson
|
Michael E. Kenneally</R>
|
|
<R>
The fund
|
none
|
none
|
none
|
over $100,000</R>
|
|
<R>
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000</R>
|
|
<R>
DOLLAR RANGE OF
FUND SHARES
|
James H. Keyes
|
Marie L. Knowles
|
Kenneth L. Wolfe</R>
|
|
<R>
The fund
|
$1 - $10,000
|
none
|
none</R>
|
|
<R>
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000</R>
|
<R>The following table sets forth information describing the compensation of each Trustee for his or her services for the fiscal year ended
October 31, 2012, or calendar year ended December 31, 2011, as applicable.</R>
<R>Compensation Table
1</R>
|
|
<R>
AGGREGATE
COMPENSATION
FROM A FUND
|
Albert R.
Gamper, Jr.
|
Robert F.
Gartland
|
Arthur E.
Johnson
|
Michael E.
Kenneally
|
James H.
Keyes
|
Marie L.
Knowles
|
Kenneth L.
Wolfe
|
</R>
|
|
<R>
The fund
B
|
$ 4,077
|
$ 3,624
|
$ 3,624
|
$ 3,599
|
$ 3,708
|
$ 3,920
|
$ 4,169
|
</R>
|
|
<R>
TOTAL COMPENSATION
FROM THE FUND COMPLEX
A
|
$ 393,125
|
$ 376,000
|
$ 377,500
|
$ 377,500
|
$ 376,000
|
$ 401,000
|
$ 452,500
|
</R>
|
<R>
1
Abigail P. Johnson and James C. Curvey are interested persons and are compensated by FMR.</R>
<R>
A
Reflects compensation received for the calendar year ended December 31, 2011 for 203 funds of 29 trusts (including Fidelity Central
Investment Portfolios II LLC). Compensation figures include cash and may include amounts deferred at the election of Trustees. Certain
of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Robert F. Gartland, $180,000; and
Arthur E. Johnson, $162,500.</R>
<R>
B
Compensation figures include cash and may include amounts deferred at the election of Trustees. Certain of the Independent Trustees'
aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Robert F. Gartland, $2,916 and Arthur
E. Johnson, $426.</R>
As of October 31, 2012, the Trustees and officers of the fund owned, in the aggregate, less than 1% of the fund's total outstanding shares.
CONTROL
OF
INVESTMENT ADVISERS
FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR, FIMM, Fidelity Management & Research (U.K.)
Inc. (FMR U.K.), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), and Fidelity Management & Research (Japan) Inc.
(FMR Japan). The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the Edward C.
Johnson 3d and Abigail P. Johnson family, directly or through trust and limited liability companies, and is entitled to 49% of the vote on any matter
acted upon by the voting common shares. Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Series B shareholders have entered into a
shareholders' voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the
1940 Act, control of a company is presumed where one individual or group of individuals owns more than 25% of the voting securities of that
company. Therefore, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the 1940 Act, to form a controlling group with respect to FMR LLC.
At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management, shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of emerging
businesses.
FMR, FIMM, FMR U.K., FMR H.K., FMR Japan (the Investment Advisers), FDC, and the fund have adopted a code of ethics under Rule
17j-1 of the 1940 Act that sets forth employees' fiduciary responsibilities regarding the fund, establishes procedures for personal investing, and
restricts certain transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their
own investment accounts, including securities that may be purchased or held by the fund.
MANAGEMENT
CONTRACT
The fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.
Management Services.
Under the terms of its management contract with the fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment
objective, policies and limitations. FMR also provides the fund with all necessary office facilities and personnel for servicing the fund's investments, compensates all officers of the fund and all Trustees who are interested persons of the trust or of FMR, and all personnel of the fund or
FMR performing services relating to research, statistical and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include providing facilities for maintaining the fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the fund; preparing all general
shareholder communications and conducting shareholder relations; maintaining the fund's records and the registration of the fund's shares
under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for the
fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.
Management-Related Expenses.
In addition to the management fee payable to FMR and the fees payable to the transfer agent and pricing
and bookkeeping agent, the fund or each class thereof, as applicable, pays all of its expenses that are not assumed by those parties. The fund
pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal expenses, and the fees of the custodian, auditor, and
Independent Trustees. The fund's management contract further provides that the fund will pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however, under the terms of the fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by the fund include interest, taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of registering shares under federal securities laws
and making necessary filings under state securities laws. The fund is also liable for such non-recurring expenses as may arise, including costs of
any litigation to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with respect to litigation.
Management Fee.
For the services of FMR under the management contract, the fund pays FMR a monthly management fee at the annual
rate of 0.25% of the fund's average net assets throughout the month.
<R>For the fiscal years ended October 31, 2012, 2011, and 2010, the fund paid FMR management fees of $20,595,757, $18,691,709, and
$17,832,904, respectively.</R>
FMR may, from time to time, voluntarily reimburse all or a portion of a class's operating expenses. FMR retains the ability to be repaid for
these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.
Expense reimbursements by FMR will increase the class's returns and yield, and repayment of the reimbursement by the class will decrease
its returns and yield.
Sub-Adviser - FIMM.
On behalf of the fund, FMR has entered into a sub-advisory agreement with FIMM pursuant to which FIMM has
day-to-day responsibility for choosing investments for the fund. Under the terms of the sub-advisory agreements, FMR, and not the fund, pays
FIMM's fees.
Sub-Advisers - FMR U.K., FMR H.K., and FMR Japan.
On behalf of the fund, FMR has entered into sub-advisory agreements with
FMR U.K., FMR H.K., and FMR Japan. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to buy and sell securities if FMR believes it would be beneficial to the fund (discretionary services). FMR, and
not the fund, pays the sub-advisers.
PROXY
VOTING
GUIDELINES
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 Independent Trustees of the Fidelity funds, and, accordingly, are subject to
change.)
I. General Principles
A.
Voting of shares will be conducted in a manner consistent with the best interests of Fidelity Fund shareholders as follows:
(i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii) voting will
be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.
B. FMR Investment Proxy Research votes proxies. Like other Fidelity employees, Investment Proxy Research employees have
a fiduciary duty to never place their own personal interest ahead of the interests of Fidelity Fund shareholders, and are
instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Investment Proxy Research
employees, like other Fidelity employees, will escalate to their managers or the Ethics Office, as appropriate, in accordance
with Fidelity's corporate policy on conflicts of interest. A conflict of interest arises when there are factors that may prompt
one to question whether a Fidelity employee is acting solely on the best interests of Fidelity and its customers. Employees
are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests
of Fidelity and its customers.
C. Except as set forth herein, FMR will generally vote in favor of routine management proposals.
D. Non-routine proposals will generally be voted in accordance with the Guidelines.
E. Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by an attorney
within FMR's General Counsel's office and a member of senior management within FMR Investment Proxy Research. A
significant pattern of such proposals or other special circumstances will be referred to the appropriate Fidelity Fund Board
Committee or its designee.
F. FMR will vote on shareholder proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's
likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value. Where
information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.
G. Many Fidelity Funds invest in voting securities issued by companies that are domiciled outside the United States and are
not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure
practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FMR will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into
consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
H. In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the
shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances where such
restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership
on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote proxies in order to safeguard fund holdings information.
I. Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment
to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management based on
this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for
the election of directors at the next election.
II. Definitions (as used in this document)
A. <R>Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden
Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the
right of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.</R>
B. Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single
trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than
three times annual compensation (salary and bonus) in the event of a termination following a change in control.
C. Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a
proxy contest or other means.
D. Sunset Provision - a condition in a charter or plan that specifies an expiration date.
E. Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the event a
potential acquirer announces a bona fide offer for all outstanding shares.
F. Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer.
Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.
G. <R>Large-Capitalization Company - a company included in the Russell 1000
®
Index or the Russell Global ex U.S. Large
Cap Index.</R>
H. <R>Small-Capitalization Company - a company not included in the Russell 1000
®
Index or the Russell Global ex U.S.
Large Cap Index that is not a Micro-Capitalization Company.</R>
I. Micro-Capitalization Company - a company with a market capitalization under US $300 million.
J. Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity
award plan on a regular basis.
III. Directors
A. Incumbent Directors
FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly
appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority for the election of all
directors or directors on responsible committees if:
1. An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as set
forth below.
With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if all of
the following conditions are met when a Poison Pill is introduced, extended, or adopted:
a. The Poison Pill includes a Sunset Provision of less than five years;
b. The Poison Pill includes a Permitted Bid Feature;
c. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and
d. Shareholder approval is required to reinstate the Poison Pill upon expiration.
FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are
not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above conditions noted a.
and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual
shareholder meeting, FMR will withhold authority on the election of directors.
2. The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position
of up to 20% of a company's total voting securities and of any class of voting securities.
3. Within the last year and without shareholder approval, a company's board of directors or compensation committee has
repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.
4. <R>Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into
account such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation committee engaged independent compensation consultants; (iii) whether, in the case of stock awards,
the restriction period was less than three years for non-performance-based awards, and less than one year for
performance-based awards; (iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the company has adopted or extended a Golden Parachute without shareholder approval.</R>
5. To gain FMR's support on a proposal, the company made a commitment to modify a proposal or practice to conform
to the Guidelines and the company has failed to act on that commitment.
6. The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on which the
director served during the company's prior fiscal year, absent extenuating circumstances.
7. The board is not composed of a majority of independent directors.
B. Indemnification
FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or
limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the
proposal is accompanied by Anti-Takeover Provisions.
C. Independent Chairperson
FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or
independent chairperson. However, FMR will consider voting for 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.
D. Majority Director Elections
FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a
board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where
there are more nominees than board seats). FMR may consider voting against such shareholder proposals where a
company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful
alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to
receive the support of a majority of the votes cast in an uncontested election.
IV. Compensation
A. Executive Compensation
1. Advisory votes on executive compensation
a. FMR will generally vote for proposals to ratify executive compensation unless such compensation appears misaligned
with shareholder interests or otherwise problematic, taking into account such factors as, among other things, (i)
whether the company has an independent compensation committee; (ii) whether the compensation committee engaged
independent compensation consultants; (iii) whether, in the case of stock awards, the restriction period was less than
three years for non-performance-based awards, and less than one year for performance-based awards; (iv) whether the
compensation committee has lapsed or waived equity vesting restriction; and (v) whether the company has adopted or
extended a Golden Parachute without shareholder approval.
b. FMR will generally vote against proposals to ratify Golden Parachutes.
2. Frequency of advisory vote on executive compensation
FMR will generally support annual advisory votes on executive compensation.
B. Equity award plans (including stock options, restricted stock awards, and other stock awards).
FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:
1. (a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for a
Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.
2. In the case of stock option plans, (a) 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; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has repriced options outstanding under the plan in the past two years without shareholder approval.
3. The plan includes an Evergreen Provision.
4. The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not
occur.
C. Equity Exchanges and Repricing
FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if
the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such
factors as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with
the interests of shareholders.
D. Employee Stock Purchase Plans
FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or
greater than 85% of the stock's fair market value and 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, FMR may permit a lower
minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the
minimum stock purchase price must be at least 75% of the stock's fair market value.
E. Employee Stock Ownership Plans (ESOPs)
FMR will generally vote in favor of 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. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change in
control.
F. Bonus Plans and Tax Deductibility Proposals
FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order to
qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan includes well
defined and appropriate performance criteria, and with respect to any cash component, that the maximum award per
participant is clearly stated and is not unreasonable or excessive.
V. Anti-Takeover Provisions
FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:
A. The Poison Pill includes the following features:
1. A Sunset Provision of no greater than five years;
2. Linked to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a Permitted Bid Feature; and
5. 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.
B. An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or
C. It is a fair price amendment that considers a two-year price history or less.
FMR will generally vote in favor of proposals to eliminate Anti-Takeover Provisions unless:
D. In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's
Articles of Incorporation or applicable statutes include 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.
E. In the case of proposals regarding shareholders' rights to call special meetings, FMR generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.
F. In the case of proposals regarding shareholders' right to act by written consent, FMR will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, that at least 25% of
the outstanding stock request that the company establish a record date determining which shareholders are entitled to act
and that consents be solicited from all shareholders.
VI. Capital Structure/Incorporation
A. Increases in Common Stock
FMR will generally vote against a provision to increase a company's common stock if such increase will result in a total
number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares,
including stock options, except in the case of real estate investment trusts, where an increase that will result in a total
number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares is
generally acceptable.
B. New Classes of Shares
FMR will generally vote against the introduction of new classes of stock with differential voting rights.
C. Cumulative Voting Rights
FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.
D. Acquisition or Business Combination Statutes
FMR will generally vote 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 or business combination statutes.
E. Incorporation or Reincorporation in Another State or Country
FMR will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in
another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear
reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and
proposed jurisdictions and any changes to the company's current and proposed governing documents. FMR will consider
supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
VII. Shares of Investment Companies
A. When a Fidelity Fund invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF), or
non-affiliated fund, FMR will vote in the same proportion as all other voting shareholders of such underlying fund or class
("echo voting"). FMR may choose not to vote if "echo voting" is not operationally feasible.
B. Certain Fidelity Funds may invest in shares of underlying Fidelity Funds, which are held exclusively by Fidelity Funds or
accounts managed by an FMR or an affiliate. FMR will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.
VIII. Other
A. Voting Process
FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.
B. Regulated Industries
Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner
consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a
determination under applicable law (e.g. federal banking law) that no fund or group of funds has acquired control of such
organization.
To view a fund's proxy voting record for the most recent 12-month period ended June 30, visit
www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
DISTRIBUTION
SERVICES
For purposes of the following "Distribution Services" discussion, the term "shares" (as it relates to the fund) means the one class of shares
of the fund offered through the prospectus to which this SAI relates.
<R>The fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 100 Salem
Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority, Inc. The distribution agreement calls for FDC to use all reasonable efforts, consistent with its other business, to
secure purchasers for shares of the fund, which are continuously offered at NAV. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR.</R>
<R>The Trustees have approved a Distribution and Service Plan on behalf of Fidelity Tax-Free Money Market Fund (the Plan) pursuant to
Rule 12b-1 under the 1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing
any activity that is primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the
Rule. The Plan, as approved by the Trustees, allows Fidelity Tax-Free Money Market Fund and FMR to incur certain expenses that might be
considered to constitute indirect payment by the fund of distribution expenses.</R>
Under the Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by the Plan. The Plan specifically recognizes that FMR may use its management fee revenue, as well as its past
profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of shares of the
fund and/or shareholder support services. In addition, the Plan provides that FMR, directly or through FDC, may pay significant amounts to
intermediaries, including banks, broker-dealers, and other service-providers (who may be affiliated with FMR or FDC), that provide those services. Currently, the Board of Trustees has authorized such payments for shares of the fund.
Prior to approving the Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the fund or class, as applicable, and its shareholders. In particular, the
Trustees noted that the Plan does not authorize payments by shares of the fund other than those made to FMR under its management contract
with the fund. To the extent that the Plan gives FMR and FDC greater flexibility in connection with the distribution of shares of the fund,
additional sales of shares of the fund or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plan by local entities with whom shareholders have other relationships.
FDC or an affiliate may compensate intermediaries, including affiliates of FDC, that distribute and/or service the fund. A number of factors
are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or type of services provided by the intermediary, the level or expected level of assets or sales of shares, the placing of the fund on a preferred or recommended fund list, access to an intermediary's personnel, and other factors. In addition to such payments, FDC or an affiliate may offer other
incentives such as sponsorship of educational or client seminars relating to current products and issues, assistance in training and educating the
intermediaries' personnel, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary
may undertake in order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated
with attendance at seminars, including travel, lodging, entertainment, and meals. FDC anticipates that payments will be made to over a hundred
intermediaries, including some of the largest broker-dealers and other financial firms, and certain of the payments described above may be
significant to an intermediary. As permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may pay or allow other incentives or payments to intermediaries.
If you have purchased shares of the fund through an investment professional, please speak with your investment professional to learn more
about any payments his or her firm may receive from FMR, FDC, and/or their affiliates, as well as fees and/or commissions the investment
professional charges. You should also consult disclosures made by your investment professional at the time of purchase.
TRANSFER
AND
SERVICE AGENT AGREEMENTS
For purposes of the following "Transfer and Service Agent Agreements" discussion, the term "shares" (as it relates to the fund) means the
one class of shares of the fund offered through the prospectus to which this SAI relates.
The fund has entered into a transfer agent agreement with Citibank, N.A. (Citibank), which is located at 111 Wall Street, New York, New
York. Under the terms of the agreement, Citibank provides transfer agency services for shares of the fund. Citibank in turn has entered into a
sub-transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, which is located
at 82 Devonshire Street, Boston, Massachusetts 02109. Under the terms of the sub-agreement, FIIOC performs all processing activities associated with providing these services for shares of the fund and receives all related transfer agency fees paid to Citibank.
For providing transfer agency services, FIIOC receives an asset-based fee, calculated and paid monthly on the basis of Fidelity Tax-Free
Money Market Fund's average daily net assets, with respect to each account in the fund.
FIIOC also may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances,
maintaining fund positions with low balances, checkwriting, wire transactions, and providing historical account research.
FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports,
notices, and statements to existing shareholders, with the exception of proxy statements.
Many fund shares are owned by intermediaries for the benefit of their customers. Since a fund often does not maintain an account for
shareholders in those instances, some or all of the recordkeeping services for these accounts may be performed by intermediaries.
FIIOC or an affiliate may make payments out of its own resources to intermediaries (including affiliates of FIIOC) for recordkeeping services.
Retirement plans may also hold fund shares in the name of the plan or its trustee, rather than the plan participant. In situations where FIIOC
or an affiliate does not provide recordkeeping services, plan recordkeepers, who may have affiliated financial intermediaries who sell shares of
the fund, may, upon direction, be paid for providing recordkeeping services to plan participants. Payments may also be made, upon direction,
for other plan expenses. FIIOC may also pay an affiliate for providing services that otherwise would have been performed by FIIOC.
The fund has also entered into a service agent agreement with Citibank. Under the terms of the agreement, Citibank provides pricing and
bookkeeping services for the fund. Citibank in turn has entered into a sub-service agent agreement with Fidelity Service Company, Inc. (FSC),
an affiliate of FMR. Under the terms of the sub-agreement, FSC performs all processing activities associated with providing these services,
including calculating the NAV and dividends for shares of the fund and maintaining the fund's portfolio and general accounting records, and
receives all related pricing and bookkeeping fees paid to Citibank.
For providing pricing and bookkeeping services, FSC receives a monthly fee based on the fund's average daily net assets throughout the
month.
The annual rates for pricing and bookkeeping services for the fund are 0.0156% of the first $500 million of average net assets, 0.0078% of
average net assets between $500 million and $10 billion, 0.0041% of average net assets between $10 billion and $25 billion, and 0.0019% of
average net assets in excess of $25 billion.
Pricing and bookkeeping fees paid by the fund to FSC for the past three fiscal years are shown in the following table.
|
<R>
Fund
|
2012
|
2011
|
2010</R>
|
|
<R>Tax-Exempt Fund
|
$ 681,339
|
$ 622,190
|
$ 595,321</R>
|
DESCRIPTION
OF
THE TRUST
Trust Organization.
Tax-Exempt Fund is a fund of Fidelity Newbury Street Trust, an open-end management investment company
created under an initial trust instrument dated June 20, 1991. Currently, there are three funds offered in the trust: Prime Fund, Tax-Exempt
Fund, and Treasury Fund. The Trustees are permitted to create additional funds in the trust and to create additional classes of the fund.
The assets of the trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each
fund in the trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated
to a particular class. Any general expenses of the trust shall be allocated between or among any one or more of the funds or classes.
Shareholder Liability.
The trust is a statutory trust organized under Delaware law. Delaware law provides that, except to the extent otherwise provided in the Trust Instrument, shareholders shall be entitled to the same limitations of personal liability extended to stockholders of
private corporations for profit organized under the general corporation law of Delaware. The courts of some states, however, may decline to
apply Delaware law on this point. The Trust Instrument contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the trust. The Trust Instrument provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the
Trustees relating to the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and
its or their assets. The Trust Instrument further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to
any other fund.
The Trust Instrument provides for indemnification out of each fund's property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason. The Trust Instrument also provides that each fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances in which Delaware law does not apply, no contractual limitation of
liability was in effect, and a fund is unable to meet its obligations. FMR believes that, in view of the above, the risk of personal liability to
shareholders is extremely remote. Claims asserted against one class of shares may subject holders of another class of shares to certain liabilities.
Voting Rights.
Each fund's capital consists of shares of beneficial interest. As a shareholder, you are entitled to one vote for each dollar of
net asset value you own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by
fund, and by class.
The shares have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.
The trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment
company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or
a portion of the assets of the trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class
available for distribution.
Custodian.
Citibank, N.A., 111 Wall Street, New York, New York, is custodian of the assets of the fund. The custodian is responsible for
the safekeeping of a fund's assets and the appointment of any subcustodian banks and clearing agencies.
FMR, its officers and directors, its affiliated companies, and Members of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to date include
mortgages and personal and general business loans. In the judgment of FMR, the terms and conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.
Independent Registered Public Accounting Firm.
PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts, independent
registered public accounting firm, audits financial statements for the fund and provides other audit, tax, and related services.
FUND
HOLDINGS
INFORMATION
The fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer
guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure
Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving the fund's best interests by
striking an appropriate balance between providing information about the fund's portfolio and protecting the fund from potentially harmful
disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the fund's chief compliance
officer periodically.
The fund will provide a full list of holdings as of the last business day of the previous month on www.fidelity.com. This information will be
provided monthly by no later than the fifth business day of each month. The information will be available on the web site for a period of not less
than six months.
A full list of holdings may be obtained from the fund more frequently, including daily, upon request. A full list of the fund's holdings (as of
the previous business day) may also be obtained on a continuous basis by submitting a standing request to the fund. The fund may also from
time to time provide or make available to third parties upon request specific fund level performance attribution information and statistics, or
holdings information with respect to a specific security or company. Third parties may include fund shareholders or prospective fund shareholders, members of the press, consultants, and ratings and ranking organizations. FMR reserves the right to refuse to fulfill any request for
portfolio holdings information if it believes that providing such information may adversely affect the fund or its shareholders.
<R>
The Use of Holdings In Connection With Fund Operations.
Material non-public holdings information may be provided as part of
the activities associated with managing Fidelity funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund,
are required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not
misuse the disclosed information. These entities, parties, and persons include, but are not limited to: the fund's trustees; the fund's manager, its
sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of
funds); contractors who are subject to a confidentiality agreement; the fund's auditors; the fund's custodians; proxy voting service providers;
financial printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations
or bids on one or more securities; securities lending agents; counsel to the fund or its Independent Trustees; regulatory authorities; stock exchanges and other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings
information may also be provided to an issuer regarding the number or percentage of its shares that are owned by the fund and in connection
with redemptions in kind.</R>
<R>
Other Uses Of Holdings Information.
In addition, the fund may provide material non-public holdings information to (i) third parties
that calculate information derived from holdings for use by FMR or its affiliates, (ii) ratings and rankings organizations, and (iii) an investment
adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving the fund. Each
individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts and
circumstances, the disclosure appears unlikely to be harmful to the fund. Entities receiving this information must have in place control mechanisms to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the information to effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third parties is
limited. FMR relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not
likely to be harmful to the fund.</R>
<R>At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor's Ratings Services (full holdings weekly (generally as of the previous Friday),
generally 5 business days thereafter); Moody's Investors Service, Inc. (full holdings monthly, (generally as of the last Friday of each month),
generally the first Friday of the following month); Anacomp Inc. (full or partial holdings daily, on the next business day); MSCI Inc. and certain
affiliates (full or partial fund holdings daily, on the next business day); and Barclays Capital Inc. (full holdings daily, on the next business
day).</R>
FMR, its affiliates, or the fund will not enter into any arrangements with third parties from which they derive consideration for the disclosure of material non-public holdings information. If, in the future, FMR desired to make such an arrangement, it would seek prior Board approval and any such arrangements would be disclosed in the fund's SAI.
There can be no assurance that the fund's policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.
FINANCIAL
STATEMENTS
<R>The fund's financial statements and financial highlights for the fiscal year ended October 31, 2012, and report of the independent
registered public accounting firm, are included in the fund's annual report and are incorporated herein by reference. Total annual operating
expenses as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial highlights because
total annual operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses, whereas the ratios of expenses in the financial highlights do not. Acquired funds include other investment companies (such as central funds or other underlying funds)
in which the fund has invested, if and to the extent it is permitted to do so. Total annual operating expenses in the prospectus fee table and the
financial highlights do not include any expenses associated with investments in certain structured or synthetic products that may rely on the
exception from the definition of "investment company" provided by section 3(c)(1) or 3(c)(7) of the 1940 Act.</R>
PART C. OTHER INFORMATION
Item 28.
Exhibits
(a) (1) Amended and Restated Trust Instrument, dated October 31, 2001, is incorporated herein by reference to Exhibit (a)(1)
of Post-Effective Amendment No. 42.
(2) Certificate of Amendment to the Trust Instrument, dated December 14, 2005, is incorporated herein by reference to
Exhibit (a)(2) of Post-Effective Amendment No. 47.
(3) Certificate of Amendment to the Trust Instrument, dated January 31, 2006, is filed herein as Exhibit (a)(3).
(b)
Bylaws of the Trust, as amended and dated April 23, 2009, are incorporated herein by reference to
Exhibit (b) of Fidelity Oxford Street Trust's (File No. 002-77909) Post-Effective Amendment No.
62.
(c)
Not applicable.
(d) (1) Amendment Management Contract, dated May 30, 1997, between Fidelity Newbury Street Trust, on behalf of Prime
Fund, and Fidelity Management & Research Company is incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment No. 42.
(2) Amendment Management Contract, dated May 30, 1997, between Fidelity Newbury Street Trust, on behalf of Treasury
Fund, and Fidelity Management & Research Company is incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 42.
(3) Amendment Management Contract, dated May 30, 1997, between Fidelity Newbury Street Trust, on behalf of Tax-Exempt Fund, and Fidelity Management & Research Company is incorporated herein by reference to Exhibit (d)(3) of
Post-Effective Amendment No. 42.
(4) Sub-Advisory Agreement, dated May 30, 1997, between FMR Texas Inc. (currently known as Fidelity Investments
Money Management, Inc.) and Fidelity Management & Research Company on behalf of Prime Fund is incorporated
herein by reference to Exhibit (d)(5) of Post-Effective Amendment No. 42.
(5) Sub-Advisory Agreement, dated May 30, 1997, between FMR Texas Inc. (currently known as Fidelity Investments
Money Management, Inc.) and Fidelity Management & Research Company on behalf of Treasury Fund is incorporated
herein by reference to Exhibit (d)(6) of Post-Effective Amendment No. 42.
(6) Sub-Advisory Agreement, dated December 30, 1991, between FMR Texas Inc. (currently known as Fidelity Investments Money Management, Inc.) and Fidelity Management & Research Company on behalf of Daily Tax-Exempt
Money Fund II (currently known as Tax-Exempt Fund) is incorporated herein by reference to Exhibit 5(b) of Post-Effective Amendment No. 25.
(7) Sub-Advisory Agreement, dated September 9, 2008, between Fidelity Management & Research Company and Fidelity
Management & Research (Hong Kong) Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(34) of Fidelity Income Fund's (File No. 002-92661) Post-Effective Amendment No. 75.
(8) Schedule A, dated September 03, 2012, to the Sub-Advisory Agreement, dated September 9, 2008, between Fidelity
Management & Research Company and Fidelity Management & Research (Hong Kong) Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(33) of Fidelity Income Fund's (File No. 002-92661) Post-Effective Amendment No. 89.
(9) Sub-Advisory Agreement, dated September 29, 2008, between Fidelity Management & Research Company and Fidelity Management & Research (Japan) Inc., on behalf of the Registrant is incorporated herein by reference to Exhibit
(d)(36) of Fidelity Income Fund's (File No. 002-92661) Post-Effective Amendment No. 75.
(10) Schedule A, dated September 03, 2012, to the Sub-Advisory Agreement, dated September 29, 2008, between Fidelity
Management & Research Company and Fidelity Management & Research (Japan) Inc., on behalf of the Registrant is
incorporated herein by reference to Exhibit (d)(35) of Fidelity Income Fund's (File No. 002-92661) Post-Effective
Amendment No. 89.
(11) Sub-Advisory Agreement, dated June 19, 2008, between Fidelity Management & Research Company and Fidelity
Management & Research (U.K.) Inc., on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(32)
of Fidelity Income Fund's (File No. 002-92661) Post-Effective Amendment No. 74.
(12) Schedule A, dated September 03, 2012, to the Sub-Advisory Agreement, dated June 19, 2008, between Fidelity Management & Research Company and Fidelity Management & Research (U.K.) Inc., on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(37) of Fidelity Income Fund's (File No. 002-92661) Post-Effective Amendment No. 89.
(e) (1) Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity Newbury Street Trust,
on behalf of Prime Fund, and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(1) of
Post-Effective Amendment No. 49.
(2) Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity Newbury Street Trust,
on behalf of Tax-Exempt Fund, and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit
(e)(2) of Post-Effective Amendment No. 49.
(3) Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity Newbury Street Trust,
on behalf of Treasury Fund, and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(3)
of Post-Effective Amendment No. 49.
(4) Form of Selling Dealer Agreement (most recently revised April 2006) is incorporated herein by reference to Exhibit
(e)(4) of Post-Effective Amendment No. 48.
(5) Form of Bank Agency Agreement (most recently revised April 2006) is incorporated herein by reference to Exhibit
(e)(5) of Post-Effective Amendment No. 48.
(6) Form of Selling Dealer Agreement for Bank-Related Transactions (most recently revised April 2006) is incorporated
herein by reference to Exhibit (e)(6) of Post-Effective Amendment No. 48.
(7) Service Contract between Fidelity Distributors Corporation and "Qualified Recipients" with respect to shares of Daily
Tax-Exempt Money Fund (currently known as Tax-Exempt Fund) is incorporated herein by reference to Exhibit 6(b)
of Post-Effective Amendment No. 25.
(8) Service Contract (Administrative and Recordkeeping Services Only) between Fidelity Distributors Corporation and
"Qualified Recipients" with respect to shares of Daily Tax-Exempt Money Fund (currently known as Tax-Exempt
Fund) is incorporated herein by reference to Exhibit 6(c) of Post-Effective Amendment No. 25.
(9) Service Contract between Fidelity Distributors Corporation and "Qualified Recipients" with respect to shares of U.S.
Treasury Portfolio (currently known as Treasury Fund) and Money Market Portfolio (currently known as Prime Fund)
is incorporated herein by reference as Exhibit 6(g) of Daily Money Fund's (File No. 002-77909) Post-Effective
Amendment No. 34.
(10) Service Contract (Administrative and Recordkeeping Services Only) between Fidelity Distributors Corporation and
"Qualified Recipients" with respect to shares of U.S. Treasury Portfolio (currently known as Treasury Fund) and
Money Market Portfolio (currently known as Prime Fund) is incorporated herein by reference as Exhibit 6(h) of Daily
Money Fund's (File No. 002-77909) Post-Effective Amendment No. 34.
(11) Service Contract between Fidelity Distributors Corporation and "Qualified Recipients" with respect to Capital Reserves Class shares of Prime Fund, Tax-Exempt Fund and Treasury Fund is incorporated herein by reference to Exhibit
6(n) of Post-Effective Amendment No. 32.
(12) Service Contract (Administrative and Recordkeeping Services Only) between Fidelity Distributors Corporation and
"Qualified Recipients" with respect to Capital Reserves Class shares of Prime Fund, Tax-Exempt Fund and Treasury
Fund is incorporated herein by reference to Exhibit 6(m) of Post-Effective Amendment No. 32.
(f)
Amended and Restated Fee Deferral Plan of the Non-Interested Person Trustees of the Fidelity
Fixed Income and Asset Allocation Funds, effective as of September 15, 1995, as amended and
restated through January 1, 2010 is incorporated herein by reference to Exhibit (f) of Fidelity
Fixed-Income Trust's (currently known as Fidelity Salem Street's) (File No. 002-41839) Post-Effective Amendment No. 137.
(g) (1) Custodian Agreement and Appendix C, D, and E, dated January 1, 2007, between The Bank of New York (currently
known as The Bank of New York Mellon) and Fidelity Newbury Street Trust on behalf of Prime Fund and Treasury
Fund are incorporated herein by reference to Exhibit (g)(1) of Fidelity Advisor Series IV's (File No. 002-83672) Post-Effective Amendment No. 88.
(2) Appendix A, dated December 31, 2011, to the Custodian Agreement, dated January 1, 2007, between The Bank of
New York (currently known as The Bank of New York Mellon) and Fidelity Newbury Street Trust on behalf of Prime
Fund and Treasury Fund is incorporated herein by reference to Exhibit (g)(2) of Fidelity Oxford Street Trust's (File
No. 002-77909) Post-Effective Amendment No. 67.
(3) Appendix B, dated January 30, 2012, to the Custodian Agreement, dated January 1, 2007, between The Bank of New
York Mellon (formerly known as The Bank of New York) and Fidelity Newbury Street Trust on behalf of Prime Fund
and Treasury Fund is incorporated herein by reference to Exhibit (g)(3) of Fidelity Income Fund's (File No.
002-92661) Post-Effective Amendment No. 89.
(4) Custodian Agreement and Appendix C, D, and E, dated January 1, 2007, between Citibank, N.A. and Fidelity Newbury Street Trust on behalf of Tax-Exempt Fund are incorporated herein by reference to Exhibit (g)(5) of Fidelity Securities Fund's (File No. 002-93601) Post-Effective Amendment No. 73.
(5) Appendix A, dated May 2, 2012, to the Custodian Agreement, dated January 1, 2007, between Citibank, N.A. and Fidelity Newbury Street Trust on behalf of Tax-Exempt Fund is incorporated herein by reference to Exhibit (g)(5) of
Fidelity Income Fund's (File No. 002-92661) Post-Effective Amendment No. 89.
(6) Appendix B, dated April 15, 2009, to the Custodian Agreement, dated January 1, 2007, between Citibank, N.A. and
Fidelity Newbury Street Trust on behalf of Tax-Exempt Fund is incorporated herein by reference to Exhibit (g)(6) of
Fidelity Summer Street Trust's (File No. 002-58542) Post-Effective Amendment No. 78.
(7) Fidelity Group Repo Custodian Agreement among The Bank of New York (currently known as The Bank of New
York Mellon), J. P. Morgan Securities, Inc., and the Registrant, dated February 12, 1996, is incorporated herein by reference to Exhibit (8)(d) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust)
(File No. 002-74808) Post-Effective Amendment No. 31.
(8) Schedule 1 to the Fidelity Group Repo Custodian Agreement between The Bank of New York (currently known as
The Bank of New York Mellon) and the Registrant, dated February 12, 1996, is incorporated herein by reference to
Exhibit 8(e) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No.
002-74808) Post-Effective Amendment No. 31.
(9) Fidelity Group Repo Custodian Agreement among Chemical Bank, Greenwich Capital Markets, Inc., and the Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(f) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment No. 31.
(10) Schedule 1 to the Fidelity Group Repo Custodian Agreement between Chemical Bank and the Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(g) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment No. 31.
(11) Joint Trading Account Custody Agreement between The Bank of New York (currently known as The Bank of New
York Mellon) and the Registrant, dated May 11, 1995, is incorporated herein by reference to Exhibit 8(h) of Fidelity
Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective
Amendment No. 31.
(12) First Amendment to Joint Trading Account Custody Agreement between The Bank of New York (currently known as
The Bank of New York Mellon) and the Registrant, dated July 14, 1995, is incorporated herein by reference to Exhibit
8(i) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No.
002-74808) Post-Effective Amendment No. 31.
(13) Schedule A-1, Part I and Part IV dated December 2008, to the Fidelity Group Repo Custodian Agreements, Schedule
1s to the Fidelity Group Repo Custodian Agreements, Joint Trading Account Custody Agreement, and First Amendment to the Joint Trading Account Custody Agreement, between the respective parties and the Registrant, is incorporated herein by reference to Exhibit (g)(10) of Fidelity Trend Fund's (File No. 002-15063) of Post-Effective Amendment No. 122.
(h)
Not applicable.
(i) Legal Opinion of Dechert LLP, dated December 24, 2012, is filed herein as Exhibit (i).
(j) Consent of PricewaterhouseCoopers LLP, dated December 21, 2012, is filed herein as Exhibit (j).
(k)
Not applicable.
(l)
Not applicable.
(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury Fund: Advisor C Class is incorporated herein by
reference to Exhibit m(1) of Post-Effective Amendment No. 38.
(2) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury Fund: Advisor B Class is incorporated herein by
reference to Exhibit m(4) of Post-Effective Amendment No. 38.
(3) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury Fund: Daily Money Class is incorporated herein by
reference to Exhibit (m)(3) of Post-Effective Amendment No 42.
(4) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury Fund: Capital Reserves Class is incorporated herein
by reference to Exhibit (m)(4) of Post-Effective Amendment No. 42.
(5) Distribution and Service Plan pursuant to Rule 12b-1 for Prime Fund: Daily Money Class is incorporated herein by
reference to Exhibit (m)(5) of Post-Effective Amendment No. 42.
(6) Distribution and Service Plan pursuant to Rule 12b-1 for Prime Fund: Capital Reserves Class is incorporated herein by
reference to Exhibit (m)(6) of Post-Effective Amendment No. 42.
(7) Distribution and Service Plan pursuant to Rule 12b-1 for Tax-Exempt Fund: Fidelity Tax-Free Money Market Fund is
incorporated herein by reference to Exhibit (m)(9) of Post-Effective Amendment No. 41.
(8) Distribution and Service Plan pursuant to Rule 12b-1 for Tax-Exempt Fund: Daily Money Class is incorporated herein
by reference to Exhibit (m)(8) of Post-Effective Amendment No. 42.
(9) Distribution and Service Plan pursuant to Rule 12b-1 for Tax-Exempt Fund: Capital Reserves Class is incorporated
herein by reference to Exhibit (m)(9) of Post-Effective Amendment No. 42.
(n) (1) Multiple Class of Shares Plan pursuant to Rule 18f-3 for Cash Management Funds, dated July 21, 2005, on behalf of
the Registrant is incorporated herein by reference to Exhibit (n)(1) of Post-Effective Amendment No. 47.
(2) Schedule I, dated July 21, 2005, to the Multiple Class of Shares Plan pursuant to Rule 18f-3 for Cash Management
Funds, dated July 21, 2005, on behalf of the Registrant is incorporated herein by reference to Exhibit (n)(2) of Post-Effective Amendment No. 47.
(p) The 2013 Code of Ethics, adopted by each fund(s) and Fidelity Management & Research Company, Fidelity Investments Money Management, Inc., Fidelity Management & Research (Hong
Kong) Limited, Fidelity Management & Research (Japan) Inc., Fidelity Management & Research
(U.K.) Inc., and Fidelity Distributors Corporation pursuant to Rule 17j-1 is incorporated herein by
reference to Exhibit (p)(1) of Salem Street Trust's (File No. 002-41839) Post-Effective Amendment No. 211.
Item 29.
Trusts Controlled by or under Common Control with this Trust
The Board of Trustees of the Trust is the same as the board of other Fidelity funds,
each of
which has Fidelity Management & Research Company, or an affiliate, as its investment adviser.
In addition, the officers of the Trust are substantially identical to those of the other Fidelity
funds. Nonetheless, the Trust takes the position that it is not under common control with other
Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.
Item 30.
Indemnification
Pursuant to Del. Code Ann. title 12 § 3817, a Delaware statutory trust may provide in its
governing instrument for the indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article X, Section 10.02 of the Trust Instrument sets forth the
reasonable and fair means for determining whether indemnification shall be provided to any past or
present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by
him or her in connection with any claim, action, suit or proceeding in which he or she is involved
by virtue of his or her service as a trustee or officer and against any amount incurred in settlement
thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory
body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties (collectively, "disabling conduct"), or not to
have acted in good faith in the reasonable belief that his or her action was in the best interest of the
Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Trust Instrument, that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and
hold harmless the Distributor and each of its directors and officers and each person, if any, who
controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability,
claim, damages or expense (including the reasonable cost of investigating or defending any alleged
loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required to be stated or necessary in
order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the
extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the
Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor
or any person against any liability to the Issuer or its security holders to which the Distributor or
such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
Pursuant to the agreement by which Fidelity Investments Institutional Operations Company,
Inc. ("FIIOC") is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC
harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other than the Registrant,
including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on
and does not result from FIIOC's willful misfeasance, bad faith or negligence or reckless disregard
of duties, and arises out of or in connection with FIIOC's performance under the Transfer Agency
Agreement; or
(2) any claim, demand, action or suit (except to the extent contributed to by FIIOC's
willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the
negligence of the Registrant, or from FIIOC's acting upon any instruction(s) reasonably believed
by it to have been executed or communicated by any person duly authorized by the Registrant, or
as a result of FIIOC's acting in reliance upon advice reasonably believed by FIIOC to have been
given by counsel for the Registrant, or as a result of FIIOC's acting in reliance upon any instrument
or stock certificate reasonably believed by it to have been genuine and signed, countersigned or
executed by the proper person.
Pursuant to the agreement by which Fidelity Investments Institutional Operations Company,
Inc. ("FIIOC") is appointed sub-transfer agent, the Transfer Agent agrees to indemnify FIIOC for
FIIOC's losses, claims, damages, liabilities and expenses (including reasonable counsel fees and
expenses) (losses) to the extent that the Transfer Agent is entitled to and receives indemnification
from the Fund for the same events. Under the Transfer Agency Agreement, the Trust agrees to indemnify and hold the Transfer Agent harmless against any losses, claims, damages, liabilities, or
expenses (including reasonable counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other than the Trust, including by a shareholder, which names the Transfer Agent and/or the Trust as a party and is not based
on and does not result from the Transfer Agent's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with the Transfer Agent's performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent contributed to by the Transfer
Agent's willful misfeasance, bad faith or negligence or reckless disregard of its duties) which results from the negligence of the Trust, or from the Transfer Agent's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any person duly authorized
by the Trust, or as a result of the Transfer Agent's acting in reliance upon advice reasonably believed by the Transfer Agent to have been given by counsel for the Trust, or as a result of the
Transfer Agent's acting in reliance upon any instrument or stock certificate reasonably believed by
it to have been genuine and signed, countersigned or executed by the proper person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers or persons controlling the Registrant, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
Item 31.
Business and Other Connections of Investment Advisers
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
FMR serves as investment adviser to a number of other investment companies. The directors and officers
of the Adviser have held, during the past two fiscal years, the following positions of a substantial nature.
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Edward C. Johnson 3d
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Member of the Advisory Board of funds advised by Fidelity
Management & Research Company (FMR) (2011); Chief
Executive Officer, Chairman of the Board and Director of FMR
LLC; Chairman and Director of FIL Limited. Previously served
as a Trustee and Chairman of the Board of Trustees of certain
Trusts (2011); Chairman and Director of FMR and FMR Co., Inc.
(FMRC) (2011); Chairman of the Board and Director of Fidelity
Research & Analysis Company (FRAC) and Fidelity Investments
Money Management, Inc. (FIMM) (2010).
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Abigail P. Johnson
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Chairman of the Board of certain Trusts (2011); Chairman of the
Board and Director of FMR and FMRC (2011); Vice Chairman
and Director of FMR LLC.
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Peter S. Lynch
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Vice Chairman and Director of FMR and FMRC and a member
of the Advisory Board of funds advised by FMR.
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Jacques P. Perold
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President of FMR; President and Director of FIMM.
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James C. Curvey
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Director of FMR, FMRC, FIMM, and FRAC; Director and Vice
Chairman of FMR LLC; Chairman of the Board of Trustees of
certain Trusts (2011); Trustee of funds advised by FMR.
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William E. Dailey
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Treasurer of FMR, FMRC, FMR H.K., and FIMM (2012);
Director and Treasurer of FMR Japan and FMR U.K. (2012).
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Scott C. Goebel
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Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM (2010) and FRAC (2010);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of Fidelity Management & Research (Hong Kong)
Limited (FMR H.K.). Previously served as Assistant Secretary of
FIMM and FRAC (2010).
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Joseph A. Hanlon
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Compliance Officer of FMR, FMRC, FMR U.K., FRAC, FIMM,
FMR H.K., FMR Japan, and Strategic Advisers, Inc.
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Charles M. Morgan
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Assistant Treasurer of FMR, Strategic Advisers, Fidelity
Distributors Corporation (FDC), and Pyramis Global Advisors,
LLC (2011); Executive Vice President, Assistant Treasurer, and
General Tax Counsel of FMR LLC (2011).
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John J. Remondi
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Director of FMR, FMRC, FRAC, and FIMM; Director and
Executive Vice President of FMR LLC.
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Peter D. Stahl
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Assistant Secretary of FMR, FMRC, FMR Japan, FMR U.K.,
FRAC, FIMM, FDC, FMR LLC, and Strategic Advisers, Inc.
(2011). Previously served as Secretary of Strategic Advisers, Inc.
(2011).
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Linda J. Wondrack
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Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012) and Strategic
Advisers, Inc. (2012).
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(3) FIDELITY MANAGEMENT & RESEARCH (HONG KONG) LIMITED (FMR H.K.)
FMR H.K. provides investment advisory services to Fidelity Management & Research Company. The
directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the
past two fiscal years.
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Matthew C. Torrey
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President and Chief Executive Officer (2010) and Director of
FMR U.K.; Director and Managing Director of Research of FMR
H.K. Previously served as Director and Managing Director of
Research of FMR U.K. (2010); President (2012) and Chief
Executive Officer (2012) of FMR H.K.; President (2012), Chief
Executive Officer (2012), Director (2012), and Managing Director
of Research (2010) of FMR Japan.
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Markus K.E. Eichacker
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Chairman of the Board (2012), President (2012), Chief Executive
Officer (2012), Chief Investment Officer (2010), Director (2010),
and Managing Director of Research of FMR H.K.
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Robert S. Bao
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Director of FMR H.K. (2012).
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Christopher S. Bartel
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President (2012), Chief Executive Officer (2012), and Director
(2012) of FMR Japan; Director of FMR H.K. (2012).
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William E. Dailey
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Treasurer of FMR, FMRC, FMR H.K., and FIMM (2012);
Director and Treasurer of FMR Japan and FMR U.K. (2012).
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Scott C. Goebel
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Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM (2010) and FRAC (2010);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of FMR H.K. Previously served as Assistant Secretary of
FIMM and FRAC (2010).
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Joseph A. Hanlon
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Compliance Officer of FMR, FMRC, FMR U.K., FRAC, FIMM,
FMR H.K., FMR Japan, and Strategic Advisers, Inc.
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Linda J. Wondrack
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Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012) and Strategic
Advisers, Inc. (2012).
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Sharon Yau Wong
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Director; Director of Investment Services-Asia of FMR H.K.
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Tricor Corporate Secretary Limited
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Secretary of FMR H.K.
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(4) FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. (FMR JAPAN)
FMR Japan provides investment advisory services to Fidelity Management & Research Company. The
directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the
past two fiscal years.
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Christopher S. Bartel
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President (2012), Chief Executive Officer (2012), and Director
(2012) of FMR Japan; Director of FMR H.K. (2012).
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William E. Dailey
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Treasurer of FMR, FMRC, FMR H.K., and FIMM (2012);
Director and Treasurer of FMR Japan and FMR U.K. (2012).
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Scott C. Goebel
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Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM (2010) and FRAC (2010);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of Fidelity Management & Research (Hong Kong)
Limited (FMR H.K.). Previously served as Assistant Secretary of
FIMM and FRAC (2010).
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Joseph A. Hanlon
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Compliance Officer of FMR, FMRC, FMR U.K., FRAC, FIMM,
FMR H.K., FMR Japan, and Strategic Advisers, Inc.
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Steven F. Schiffman
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Treasurer of Strategic Advisers, Inc., FDC (2010), and FMR LLC.
Assistant Treasurer of FMRC (2011), FMR Japan (2011), FMR
U.K. (2011), FRAC (2011), and FIMM (2011).
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Peter D. Stahl
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Assistant Secretary of FMR, FMRC, FMR Japan, FMR U.K.,
FRAC, FIMM, FDC, FMR LLC, and Strategic Advisers, Inc.
(2011). Previously served as Secretary of Strategic Advisers, Inc.
(2011).
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Susan Sturdy
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Secretary of FMR Japan (2010), FMR U.K. (2010), FMR LLC
(2010), FDC (2010), and Strategic Advisers, Inc. (2011).
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Takeya Suzuki
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Director of FMR Japan (2010); Managing Director of Research,
Japan of FMR Japan.
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Linda J. Wondrack
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Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012) and Strategic
Advisers, Inc. (2012).
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(5) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
FMR U.K. provides investment advisory services to Fidelity Management & Research Company and Fidelity Management Trust Company. The directors and officers of the Sub-Adviser have held the following
positions of a substantial nature during the past two fiscal years.
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Matthew C. Torrey
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President and Chief Executive Officer (2010) and Director of
FMR U.K.; Director and Managing Director of Research of FMR
H.K. Previously served as Director and Managing Director of
Research of FMR U.K. (2010); President (2012) and Chief
Executive Officer (2012) of FMR H.K.; President (2012), Chief
Executive Officer (2012), Director (2012), and Managing Director
of Research (2010) of FMR Japan.
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Bruce T. Herring
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President of FRAC (2010); Director (2010) and Chief Investment
Officer (2010) of FMR U.K.
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Mark Flaherty
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Director (2012), Chief Investment Officer-Fixed-Income/U.K.
(2012), and Managing Director, Research (2012) of FMR U.K.
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Robert P. Brown
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Director and Managing Director of Research of FMR U.K.;
Executive Vice President of FIMM (2010).
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Lawrence J. Brindisi
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Director, Executive Director and Executive Vice President of
FMR U.K.
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William E. Dailey
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Treasurer of FMR, FMRC, FMR H.K., and FIMM (2012);
Director and Treasurer of FMR Japan and FMR U.K. (2012).
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Peter Brian Enyeart
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Director, Chief Investment Officer - Equity, and Managing
Director of Research of FMR U.K. (2011).
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Scott C. Goebel
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Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM (2010) and FRAC (2010);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of Fidelity Management & Research (Hong Kong)
Limited (FMR H.K.). Previously served as Assistant Secretary of
FIMM and FRAC (2010).
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David Hamlin
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Managing Director of Research of FMR U.K.
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Joseph A. Hanlon
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Compliance Officer of FMR, FMRC, FMR U.K., FRAC, FIMM,
FMR H.K., FMR Japan, and Strategic Advisers, Inc.
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John B. McHale
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Managing Director of Research of FMR U.K.
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Steven F. Schiffman
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Treasurer of Strategic Advisers, Inc., FDC (2010), and FMR LLC.
Assistant Treasurer of FMRC (2011), FMR Japan (2011), FMR
U.K. (2011), FRAC (2011), and FIMM (2011).
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Peter D. Stahl
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Assistant Secretary of FMR, FMRC, FMR Japan, FMR U.K.,
FRAC, FIMM, FDC, FMR LLC, and Strategic Advisers, Inc.
(2011). Previously served as Secretary of Strategic Advisers, Inc.
(2011).
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Susan Sturdy
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Secretary of FMR Japan (2010), FMR U.K. (2010), FMR LLC
(2010), FDC (2010), and Strategic Advisers, Inc. (2011).
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Linda J. Wondrack
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Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012) and Strategic
Advisers, Inc. (2012).
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(6) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
FIMM provides investment advisory services to Fidelity Management & Research Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two
fiscal years.
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Jacques P. Perold
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President of FMR; President and Director of FIMM.
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Robert P. Brown
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Director and Managing Director of Research of FMR U.K.;
Executive Vice President of FIMM (2010).
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James C. Curvey
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Director of FMR, FMRC, FIMM, and FRAC; Director and Vice
Chairman of FMR LLC; Chairman of the Board of Trustees of
certain Trusts (2011); Trustee of funds advised by FMR.
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William E. Dailey
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Treasurer of FMR, FMRC, FMR H.K., and FIMM (2012);
Director and Treasurer of FMR Japan and FMR U.K. (2012).
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Ronald P. O'Hanley
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Director of FMRC (2010), FIMM (2010), and FRAC (2010).
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Scott C. Goebel
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Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM (2010) and FRAC (2010);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of Fidelity Management & Research (Hong Kong)
Limited (FMR H.K.). Previously served as Assistant Secretary of
FIMM and FRAC (2010).
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Joseph A. Hanlon
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Compliance Officer of FMR, FMRC, FMR U.K., FRAC, FIMM,
FMR H.K., FMR Japan, and Strategic Advisers, Inc.
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John J. Remondi
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Director of FMR, FMRC, FRAC, and FIMM; Director and
Executive Vice President of FMR LLC.
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Steven F. Schiffman
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Treasurer of Strategic Advisers, Inc., FDC (2010), and FMR LLC.
Assistant Treasurer of FMRC (2011), FMR Japan (2011), FMR
U.K. (2011), FRAC (2011), and FIMM (2011).
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Peter D. Stahl
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Assistant Secretary of FMR, FMRC, FMR Japan, FMR U.K.,
FRAC, FIMM, FDC, FMR LLC, and Strategic Advisers, Inc.
(2011). Previously served as Secretary of Strategic Advisers, Inc.
(2011).
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Linda J. Wondrack
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Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012) and Strategic
Advisers, Inc. (2012).
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Principal business addresses of the investment adviser, sub-advisers and affiliates.
Fidelity Management & Research Company (FMR)
82 Devonshire Street
Boston, MA 02109
FMR Co., Inc. (FMRC)
82 Devonshire Street
Boston, MA 02109
Fidelity Management & Research (Hong Kong) Limited (FMR H.K.)
Floor 19, 41 Connaught Road Central
Hong Kong
Fidelity Management & Research (Japan) Inc. (FMR Japan)
82 Devonshire Street
Boston, MA 02109
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
82 Devonshire Street
Boston, MA 02109
Fidelity Research & Analysis Company (FRAC)
82 Devonshire Street
Boston, MA 02109
Fidelity Investments Money Management, Inc. (FIMM)
82 Devonshire Street
Boston, MA 02109
FIL Investment Advisors (FIA)
Pembroke Hall
42 Crow Lane
Pembroke HM19, Bermuda
FIL Investment Advisors (UK) Limited (FIA(UK))
Oakhill House,
130 Tonbridge Road,
Hildenborough, TN11 9DZ, United Kingdom
FIL Investments (Japan) Limited (FIJ)
Shiroyama Trust Tower
4-3-1, Toranomon, Minato-ku,
Tokyo 105-6019, Japan
Strategic Advisers, Inc.
82 Devonshire Street
Boston, MA 02109
FMR LLC
82 Devonshire Street
Boston, MA 02109
Fidelity Distributors Corporation (FDC)
100 Salem Street
Smithfield, RI 02917
Item 32.
Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for all funds advised by FMR or an affiliate.
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(b)
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Name and Principal
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Positions and Offices
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Positions and Offices
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Business Address*
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with Underwriter
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with Fund
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Anthony Castella
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Controller (2010)
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None
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Scott Couto
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President (2011) and Director
(2011)
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None
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Natalie Kavanaugh
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Chief Legal Officer (2010)
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None
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Harris Komishane
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Chief Financial Officer (2011)
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None
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William F. Loehning
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Executive Vice President
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None
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Charles M. Morgan
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Assistant Treasurer (2011)
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None
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Steven Schiffman
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Treasurer (2010)
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None
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Richard Siegelman
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Chief Compliance Officer (2011)
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None
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Peter D. Stahl
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Assistant Secretary
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None
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Susan Sturdy
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Secretary (2010)
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None
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* 100 Salem Street, Smithfield, RI
(c) Not applicable.
Item 33.
Location of Accounts and Records
All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act and
the Rules promulgated thereunder are maintained by Fidelity Management & Research Company or Fidelity
Investments Institutional Operations Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodians, The Bank of New York Mellon, 1 Wall Street, New York, NY Citibank, N.A., 111 Wall
Street, New York, NY. JPMorgan Chase Bank, headquartered in New York, also may serve as a special purpose
custodian of certain assets in connection with repurchase agreement transactions. The Bank of New York Mellon,
headquartered in New York, also may serve as a special purpose custodian of certain assets of Prime Fund and
Treasury Fund in connection with repurchase agreement transactions.
Item 34.
Management Services
Not applicable.
Item 35.
Undertakings
Not applicable.