STATEMENT OF ADDITIONAL INFORMATION
<R>
January 29, 2013
</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 January 29, 2013, or an annual report,
please call Fidelity at 1-800-544-8544 or visit Fidelity's web site at www.fidelity.com.</R>
<R>ISIG-PTB-0113
1.539653.116</R>
<R>
TABLE OF CONTENTS
</R>
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 with respect to 75% of the fund's total assets, 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 securities of other investment companies) if, as a result, (a)
more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.
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.
Borrowing
The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 33 1/3% of its 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.
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) 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, Fidelity Management & Research Company (FMR) looks through to the U.S.
Government securities.</R>
For purposes of the fund's concentration limitation discussed above, the fund has been advised that the Staff of the Securities and
Exchange Commission (SEC) does not consider proprietary strips of securities issued by the U.S. Government or its agencies or instrumentalities, and privately sponsored collateralized mortgage obligations (CMOs) backed by the U.S. Government or its agencies or instrumentalities to be U.S. Government securities. If the fund concludes that, under applicable legal principles, any of these securities is a U.S.
Government security, it will exclude the security from the concentration investment limitation.
<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 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).
Commodities
The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but
this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments
backed by physical commodities).
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.
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.
Short Sales
The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities at no additional cost (other
than ancillary transaction and settlement costs) equivalent in kind and amount to the securities sold short, and provided that transactions in
futures contracts, options, and swaps are not deemed to constitute selling securities short.
Margin Purchases
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
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 10% of its net 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 at approximately the prices at which they are valued.
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 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.
Loans
The fund does not currently intend to lend assets other than securities to other parties, except by (a) 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 or (b) assuming
any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of
debt instruments.)
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 SEC, the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.
Borrowing.
If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be considered a form of leverage.
<R>
Cash Management.
A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase agreements, or shares of short-term bond or money market funds, including (for Fidelity funds and other advisory clients only) shares of
Fidelity central funds. Generally, these securities offer less potential for gains than other types of securities.</R>
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.
Dollar-Weighted Average Maturity
is derived by multiplying the value of each investment by the time remaining to its maturity, adding
these calculations, and then dividing the total by the value of a fund's portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
Under certain circumstances, a fund may invest in nominally long-term securities that have maturity shortening features of shorter-term
securities, and the maturities of these securities may be deemed to be earlier than their ultimate maturity dates by virtue of an existing demand
feature or an adjustable interest rate. Under other circumstances, if it is probable that the issuer of an instrument will take advantage of a
maturity-shortening device, such as a call, refunding, or redemption provision, the date on which the instrument will probably be called, refunded, or redeemed may be considered to be its maturity date. The maturities of mortgage securities, including collateralized mortgage obligations, and some asset-backed securities are determined on a weighted average life basis, which is the average time for principal to be repaid.
For a mortgage security, this average time is calculated by estimating the timing of principal payments, including unscheduled prepayments,
during the life of the mortgage. The weighted average life of these securities is likely to be substantially shorter than their stated final maturity.
Duration
of a bond is a measure of the approximate sensitivity of a bond's price to changes in interest rates. Duration is expressed in
years. Except for zero coupon bonds, duration is generally shorter than maturity because much of a bond's return consists of interest paid
prior to the maturity date. Bonds with longer durations usually have more interest rate sensitivity and price volatility than bonds with shorter
durations. Typically, if a bond had a duration of 5 years and interest rates rose 1%, the market value of the bond would decline 5%.
<R>
Futures, Options, and Swaps.
The success of any strategy involving futures, options, and swaps depends on an adviser's analysis of
many economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the
contracts discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will
continue to exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its
investment strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its
portfolio securities and its investment performance could be primarily dependent upon securities it does not own.</R>
Fidelity
®
Institutional Short-Intermediate Government Fund limits its investments in futures contracts and options to futures contracts and
options relating to U.S. Government securities.
The limitations on the fund's investments in futures contracts, options, and swaps, and the fund's policies regarding futures contracts, options, and swaps may be changed as regulatory agencies permit.
<R>
Futures Contracts.
In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified
future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are
standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into
the contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based on commodities
or commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices (including foreign
indexes for funds that seek foreign exposure). Futures on indexes and futures not calling for physical delivery of the underlying instrument will
be settled through cash payments rather than through delivery of the underlying instrument. Futures can be held until their delivery dates, or can
be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. A fund may realize a gain or loss by
closing out its futures contracts.</R>
<R>The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much
as if it had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will
tend to move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will tend to offset both
positive and negative market price changes, much as if the underlying instrument had been sold.</R>
<R>The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying
instrument or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is
entered into. If the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle
the change in value on a daily basis. This process of "marking to market" will be reflected in the daily calculation of open positions computed in
a fund's net asset value per share (NAV). The party that has a gain is entitled to receive all or a portion of this amount. Initial and variation
margin payments do not constitute purchasing securities on margin for purposes of a fund's investment limitations. Variation margin does not
represent a borrowing or loan by a fund, but is instead a settlement between a fund and the FCM of the amount one would owe the other if the
fund's contract expired. In the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled
to return of margin owed to it only in proportion to the amount received by the FCM's other customers, potentially resulting in losses to the
fund. A fund is also required to segregate liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial
margin and variation margin, if any.</R>
<R>There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily
price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a
given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into
new positions or close out existing positions. The daily limit governs only price movements during a particular trading day and therefore does
not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have
occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of
positions and subjecting some holders of futures contracts to substantial losses.</R>
<R>If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of
changes in its value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may be
heightened for commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments such as
stocks and bonds.</R>
Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures position will not
track the performance of the fund's other investments.
Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in
how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell futures
contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that
are not offset by gains in other investments. In addition, the price of a commodity futures contract can reflect the storage costs associated
with the purchase of the physical commodity.
<R>Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such futures
contracts, the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the
nature of the markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the participation of speculators in such markets.</R>
<R>
Options.
By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument
at a fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options
have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or
commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange or over-the-counter
(OTC). The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to
expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at
the strike price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the underlying instrument or
may be settled through cash payments. A purchaser may also terminate a put option position by closing it out in the secondary market at its
current price, if a liquid secondary market exists.</R>
The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium, plus related transaction costs).
<R>The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right
(but not the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to
participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's
price falls. At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to offset the cost
of the option.</R>
The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium,
the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the option chooses
to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its
current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while
the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin
payments to an FCM as described above for futures contracts.
If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the amount of
the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also profit, because it
should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would expect to suffer a loss. This
loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.
<R>Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment, as
applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put
options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a
call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to deliver the underlying
instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.</R>
<R>Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to close
out the put or call option on the secondary market may move more or less than the price of the related security.</R>
<R>There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively
low trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may
establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may
be impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a
position until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options
positions could also be impaired.</R>
<R>Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to
the option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options
generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the
exchanges where they are traded.</R>
Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on
the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to
reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to open and close out.
<R>A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap
gives a party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a
specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will generally incur a
greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap. When a fund purchases
an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However,
when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying
agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the
underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on
the adviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."</R>
Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not
track the performance of the fund's other investments.
Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in
how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or
sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate
for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
options positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are
not offset by gains in other investments.
<R>
Swap Agreements.
Swaps are individually negotiated and structured to include exposure to a variety of different types of investments
or market factors. Swap agreements are two party contracts entered into primarily by institutional investors. Swap agreements can vary in term.
Most swap agreements are currently traded over-the-counter. In a standard "swap" transaction, two parties agree to exchange one or more
payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or
instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be exchanged between
the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations are computed.</R>
<R>Swap agreements can take many different forms and are known by a variety of names, including interest rate swaps (where the parties
exchange a floating rate for a fixed rate), asset swaps (e.g., where parties combine the purchase or sale of a bond with an interest rate swap), total
return swaps, and credit default swaps. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a
fund's investments and its share price and, if applicable, its yield. Swap agreements are subject to liquidity risk, meaning that a fund may be
unable to sell a swap contract to a third party at a favorable price.</R>
A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the market
value of the assets underlying such contract (which can include a security, commodity, index or baskets thereof) during the specified period. In
exchange, the other party to the contract agrees to make a series of payments calculated by reference to an interest rate and/or some other
agreed-upon amount (including the change in market value of other underlying assets). A fund may use total return swaps to gain exposure to
an asset without owning it or taking physical custody of it. For example, a fund investing in total return commodity swaps will receive the price
appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.
In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection
seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified
credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference
entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities. In an
unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets
without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.
Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement
calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection seller, the
fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a fund is the
credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller. In the case of a physically
settled credit default swap in which a fund is the protection seller, the fund must be prepared to pay par for and take possession of debt of a
defaulted issuer delivered to the fund by the credit default protection buyer. Any loss would be offset by the premium payments the fund receives as the seller of credit default protection.
If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially
resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity fund will enter into swap agreements
only with counterparties that meet certain standards of creditworthiness. Although there can be no assurance that a fund will be able to do so, a
fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an
offsetting swap agreement with the same party or another creditworthy party. A fund may have limited ability to eliminate its exposure under a
credit default swap if the credit of the reference entity or underlying asset has declined.
<R>A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a
swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may be limited
temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an action against the
counterparty.</R>
<R>Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A
fund bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other economic
factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio
investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment,
which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also
reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Swaps are complex
and often valued subjectively.</R>
<R>The trust, on behalf of the Fidelity fund to which this SAI relates, has filed with the National Futures Association a notice claiming an
exclusion from the definition of the term "commodity pool operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of
the Commodity Futures Trading Commission (CFTC) promulgated thereunder, with respect to the fund's operation. Accordingly, neither the
fund nor its adviser is subject to registration or regulation as a commodity pool or a CPO. However, the CFTC has adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may subject advisers to funds to regulation by the CFTC. As of
the date of this SAI, the adviser does not expect to register as a CPO of the fund. However, there is no certainty that a fund or its adviser will be
able to rely on an exclusion in the future as the fund's investments change over time. A fund may determine not to use investment strategies that
trigger additional CFTC regulation or may determine to operate subject to CFTC regulation, if applicable. If a fund or its adviser operates
subject to CFTC regulation, it may incur additional expenses.</R>
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>
Indexed Securities
are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial
indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined
by reference to a specific instrument, statistic, or measure.</R>
<R>Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or
coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as
well as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the
indexes.</R>
Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of
direct ownership.
The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are indexed,
and may also be influenced by interest rate changes. Indexed securities may be more volatile than the underlying instruments or measures.
Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U.S. Government
agencies.
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.
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>If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex 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 a securities or
commodities intermediary such as a broker-dealer or futures commission merchant 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. 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.
Investment-Grade Debt Securities.
Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase
agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security
interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess
speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An
investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized
statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated but considered to be of
equivalent quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade debt security, an adviser
may take into account normal settlement periods.
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>
Mortgage Securities
are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and interest at a
range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical
bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties.
Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual
securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO) receives the principal payments made by
the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest payments from the same underlying mortgage.
Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie
Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae
and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by
the full faith and credit of the U.S. Government.
The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition,
regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer
higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage
securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response
to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current
interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on
underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in
interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.
A fund may seek to earn additional income by using a trading strategy (commonly known as "mortgage dollar rolls" or "reverse mortgage
dollar rolls") that involves selling (or buying) mortgage securities, realizing a gain or loss, and simultaneously agreeing to purchase (or sell)
mortgage securities on a later date at a set price. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund
will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities that
are permissible investments for the fund. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction, a fund is entitled to interest and principal payments on the securities purchased. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a
fund's right to repurchase or sell securities may be limited. This trading strategy may increase interest rate exposure and result in an increased
portfolio turnover rate which increases costs and may increase taxable gains.
Preferred Securities
represent an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence
over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take
precedence over the claims of those who own preferred and common stock.
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.
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.
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.
Securities Lending.
A Fidelity fund may lend securities to parties such as broker-dealers or other institutions, including an affiliate.
Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund seeks to maintain the ability to obtain the
right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to return
the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in
gaining access to the collateral. If a fund is not able to recover the securities loaned, the fund may sell the collateral and purchase a replacement
investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement
investment is purchased. For a Fidelity fund, loans will be made only to parties deemed by the fund's adviser to be in good standing and when, in
the adviser's judgment, the income earned would justify the risks.
Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund.
Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.
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 debt securities, although stripped securities may be more volatile, and the value of certain types of stripped securities
may move in the same direction as interest rates. 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.
Structured Securities
(also called "structured notes") are derivative debt securities, the interest rate on or principal of which is determined by
an unrelated indicator. The value of the interest rate on and/or the principal of structured securities is determined by reference to changes in the
value of a reference instrument (
e.g.,
a security or other financial instrument, asset, currency, interest rate, commodity, or index) or the relative
change in two or more reference instruments. A structured security may be positively, negatively, or both positively and negatively indexed; that
is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value or interest rate may
increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable with respect to, or the
interest rate of, a structured security may be calculated as a multiple of the percentage change (positive or negative) in the value of the underlying
reference instrument(s); therefore, the value of such structured security may be very volatile. Structured securities may entail a greater degree of
market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured securities may also be
more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities. In addition, because structured securities generally are traded over-the-counter, structured securities are subject to the creditworthiness of the counterparty of the
structured security, and their values may decline substantially if the counterparty's creditworthiness deteriorates.
<R>
Temporary Defensive Policies.
</R>
<R>Fidelity
®
Institutional Short-Intermediate Government Fund reserves the right to invest without limitation in investment-grade
money market or short-term debt instruments for temporary, defensive purposes.</R>
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. For purposes of determining the maximum maturity of a variable or floating rate security, a
fund's adviser may take into account normal settlement periods.
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.
Zero Coupon Bonds
do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase price and its face value is considered income.
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 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.
FMR.
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 an 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 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.
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.
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 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 or instrument,
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 or instrument 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>
<R>
Fidelity Investments Money Management, Inc. (FIMM).
</R>
<R>
The Selection of Securities Brokers and Dealers
</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.
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.
FIMM may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets.
<R>
The Acquisition of Brokerage and Research Products and Services
</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>
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>
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").
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.
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.
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>
Affiliated Transactions
</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.
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
</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>
Trade Allocation
</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>When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument,
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 or instrument 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 periods ended November 30, 2012 and 2011, the fund's portfolio turnover rates were 138% and 315%, respectively.
Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or
changes in FMR's investment outlook.</R>
<R>The following table shows the total amount of brokerage commissions paid by the fund, comprising commissions paid on securities
and/or futures transactions, as applicable, for the fiscal years ended November 30, 2012, 2011, and 2010. The total amount of brokerage commissions paid is stated as a dollar amount and a percentage of the fund's average net assets.</R>
<R>Fiscal Year
Ended
November 30
|
|
Dollar
Amount
|
Percentage of
Average
Net Assets</R>
|
<R>2012
|
|
$ 2,743
|
0.00%</R>
|
<R>2011
|
|
$ 4,294
|
0.00%</R>
|
<R>2010
|
|
$ 897
|
0.00%</R>
|
<R>During the fiscal year ended November 30, 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 fund's NAV is the value of a single share. The NAV of the fund is computed by adding the value of the fund's investments, cash, and
other assets, subtracting its liabilities, and dividing the result by the number of shares 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 (FMR Committee) to fulfill these oversight responsibilities.
Shares of open-end investment companies (including any underlying central funds) held by the fund are valued at their respective NAVs.
Portfolio securities and assets held by an underlying money market central fund are valued on the basis of amortized cost. Generally, other
portfolio securities and assets held by the fund, as well as portfolio securities and assets held by an underlying non-money market central fund,
are valued as follows:
Most equity securities are valued at the official closing price or the last reported sale price or, if no sale has occurred, at the last quoted bid
price on the primary market or exchange on which they are traded.
<R>Debt securities and other assets for which market quotations are readily available may be valued at market values in the principal
market in which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities may be valued on
the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and
electronic data processing techniques.</R>
Short-term securities with remaining maturities of sixty days or less for which market quotations and information furnished by a pricing
service are not readily available are valued at amortized cost, which approximates current value.
Futures contracts are valued at the settlement or closing price. Options are valued at their market quotations, if available. Swaps are valued
daily using quotations received from independent pricing services or recognized dealers.
<R></R>
<R>Prices described above are obtained from pricing services that have been approved by the Board of Trustees. A number of pricing services
are available and the funds may use more than one of these services. The funds may also discontinue the use of any pricing service at any time.
FMR engages in oversight activities with respect to the fund's pricing services, which includes, among other things, testing the prices provided by
pricing services prior to calculation of a fund's NAV, conducting periodic due diligence meetings, and periodically reviewing the methodologies
and inputs used by these services.</R>
<R>Other portfolio securities and assets for which market quotations, official closing prices, or information furnished by a pricing service
are not readily available or, in the opinion of the FMR Committee, are deemed unreliable will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. For example, if, in the opinion of the FMR Committee, a security's value has been
materially affected by events occurring before a fund's pricing time but after the close of the exchange or market on which the security is
principally traded, that security will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. In fair valuing a security, the FMR Committee may consider factors including price movements in futures contracts and American Depositary Receipts (ADRs), market and trading trends, the bid/ask quotes of brokers, and off-exchange institutional trading.</R>
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 fund'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.
The fund, in its discretion, may determine to issue its shares in kind in exchange for securities held by the purchaser having a value, determined in accordance with the fund's policies for valuation of portfolio securities, equal to the purchase price of the fund shares issued. The fund
will accept for in-kind purchases only securities or other instruments that are appropriate under its investment objective and policies. In addition, the fund generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not
subject to restrictions on resale. All dividends, distributions, and subscription or other rights associated with the securities become the property
of the fund, along with the securities. Shares purchased in exchange for securities in kind generally cannot be redeemed for fifteen days following the exchange to allow time for the transfer to settle.
DISTRIBUTIONS
AND
TAXES
Dividends.
Because the 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. Short-term
capital gains are taxable at ordinary income tax rates.
Capital Gain Distributions.
The fund's long-term capital gain distributions are federally taxable to shareholders generally as capital
gains.
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 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 and Elizabeth S. Acton, each of the Trustees oversees 218 funds advised by FMR or an affiliate. Mr. Curvey oversees 454 funds advised by FMR or an
affiliate. Ms. Acton oversees 200 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.
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. 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."
Interested Trustees
*:
Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston,
Massachusetts 02109.
<R>
Name, Age; Principal Occupations and Other Relevant Experience
+</R>
|
<R>Abigail P. Johnson (50)</R>
|
<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.
|
<R>James C. Curvey (77)</R>
|
<R>
|
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 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>Elizabeth S. Acton (61)</R>
|
<R>
|
Year of Election or Appointment: 2013</R>
Ms. Acton is Trustee of certain Trusts. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President, Finance
(November 2011-April 2012), Executive Vice President, Chief Financial Officer (April 2002-November 2011), and Treasurer
(May 2004-May 2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms. Acton held a variety of
positions at Ford Motor Company (1983-2002), including Vice President and Treasurer (2000-2002) and Executive Vice
President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member of
the Board of Directors and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-present).
|
<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 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>
Executive Officers
:
Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts
02109.
<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>Robert P. Brown (49)</R>
|
<R>
|
Year of Election or Appointment: 2012</R>
Vice President of Fidelity's Bond Funds. Mr. Brown also serves as Executive Vice President of Fidelity Investments Money
Management, Inc. (2010-present), President, Bond Group of FMR (2011-present), Director and Managing Director, Research
of Fidelity Management & Research (U.K.) Inc. (2008-present) and is an employee of Fidelity Investments. Previously, Mr.
Brown served as President, Money Market Group of FMR (2010-2011) and Vice President of Fidelity's Money Market Funds
(2010-2012).
|
<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>Stephen Sadoski (41)</R>
|
<R>
|
Year of Election or Appointment: 2013</R>
Deputy 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
Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2012-2013), 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>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>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 November 30, 2012, the committee held 48 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 November
30, 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
November 30, 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, 2012.</R>
Interested Trustees
|
DOLLAR RANGE OF
FUND SHARES
|
Abigail P. Johnson
|
James C. Curvey
|
Fidelity Institutional Short-Intermediate
Government 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
|
Elizabeth S. Acton
*
|
Albert R. Gamper, Jr.
|
Robert F. Gartland
|
Arthur E. Johnson</R>
|
<R>
Fidelity Institutional Short-Intermediate
Government Fund
|
none
|
none
|
none
|
none</R>
|
<R>
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
none
|
over $100,000
|
over $100,000
|
over $100,000</R>
|
<R>
DOLLAR RANGE OF
FUND SHARES
|
Michael E. Kenneally
|
James H. Keyes
|
Marie L. Knowles
|
Kenneth L. Wolfe</R>
|
<R>
Fidelity Institutional Short-Intermediate
Government 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>
|
<R>* As of January 1, 2013.</R>
<R>The following table sets forth information describing the compensation of each Trustee for his or her services for the fiscal year ended
November 30, 2012, or calendar year ended December 31, 2012, as applicable.</R>
<R>Compensation Table
1</R>
|
<R>
AGGREGATE
COMPENSATION
FROM A FUND
|
Elizabeth S.
Acton
2
|
Albert R.
Gamper, Jr.
|
Robert F.
Gartland
|
Arthur E.
Johnson
|
</R>
|
<R>
Fidelity Institutional Short-Intermediate
Government Fund
|
$ 0
|
$ 246
|
$ 217
|
$ 217
|
</R>
|
<R>
TOTAL COMPENSATION
FROM THE FUND COMPLEX
A
|
$ 0
|
$ 423,625
|
$ 370,500
|
$ 368,000
|
</R>
|
<R>
AGGREGATE
COMPENSATION
FROM A FUND
|
Michael E.
Kenneally
|
James H.
Keyes
|
Marie L.
Knowles
|
Kenneth L.
Wolfe
|
</R>
|
<R>
Fidelity Institutional Short-Intermediate
Government Fund
|
$ 216
|
$ 223
|
$ 236
|
$ 247
|
</R>
|
<R>
TOTAL COMPENSATION
FROM THE FUND COMPLEX
A
|
$ 368,000
|
$ 383,417
|
$ 403,208
|
$ 414,250
|
</R>
|
<R>
1
Abigail P. Johnson and James C. Curvey are interested persons and are compensated by FMR.</R>
<R>
2
Effective January 1, 2013, Ms. Acton serves as a member of the Board of Trustees of Fidelity Advisor Series IV.</R>
<R>
A
Reflects compensation received for the calendar year ended December 31, 2012 for 219 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.</R>
<R>As of November 30, 2012, the Trustees and officers of the fund owned, in the aggregate, less than 1% of the fund's total outstanding
shares.</R>
<R>As of November 30, 2012, the following owned of record and/or beneficially 5% or more of the outstanding shares of the fund:</R>
<R>
Fund Name
|
Owner Name
|
City
|
State
|
Ownership
%</R>
|
<R>Fidelity Institutional Short-Intermediate Government
Fund
|
Sherwin-Williams
|
Cleveland
|
OH
|
7.51%</R>
|
<R>Fidelity Institutional Short-Intermediate Government
Fund
|
United Parcel Service -
Airlines
|
Louisville
|
KY
|
6.25%</R>
|
<R>Fidelity Institutional Short-Intermediate Government
Fund
|
JP Morgan Chase
|
Newark
|
DE
|
5.89%</R>
|
CONTROL
OF
INVESTMENT ADVISERS
<R>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
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.</R>
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.
Under the terms of the fund's management contract, FMR is responsible for payment of all operating
expenses of the fund with certain exceptions. Specific expenses payable by FMR include expenses for typesetting, printing, and mailing proxy
materials to shareholders, legal expenses, fees of the custodian, auditor, and interested Trustees, 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's management contract further provides that FMR 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. FMR also pays all fees associated with transfer agency services and pricing and bookkeeping
services, and the cost of administration of the fund's securities lending program.
FMR pays all other expenses of the fund with the following exceptions: fees and expenses of the Independent Trustees, interest, taxes,
brokerage commissions (if any), and 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 0.45% of the fund's average net assets throughout the month. The management fee paid to FMR by the fund is reduced by an amount
equal to the fees and expenses paid by the fund to the Independent Trustees.
<R>For the fiscal years ended November 30, 2012, 2011, and 2010, the fund paid FMR management fees of $2,255,687, $2,133,941, and
$2,350,229, respectively, after reduction of fees and expenses paid by the fund to the Independent Trustees. In addition, for the fiscal years
ended November 30, 2012, 2011, and 2010, credits reducing management fees amounted to $171, $60, and $10, respectively.</R>
FMR may, from time to time, voluntarily reimburse all or a portion of the fund'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 fund's returns and yield, and repayment of the reimbursement by the fund 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 agreement, 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.
<R>Franco Castagliuolo is lead portfolio manager of Fidelity Institutional Short-Intermediate Government Fund and receives compensation for his services. William Irving is co-manager of Fidelity Institutional Short-Intermediate Government Fund and receives compensation
for his services. As of November 30, 2012, portfolio manager compensation generally consists of a fixed base salary determined periodically
(typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation
plan benefits. A portion of each portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of
the portfolio manager.</R>
<R>Each portfolio manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates. The primary components of each portfolio manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s)
measured against a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR taxable bond funds
and accounts. The pre-tax investment performance of each portfolio manager's fund(s) and account(s) is weighted according to his tenure on
those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately
over the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his
tenure, but that eventually encompasses rolling periods of up to three years for the comparison to a benchmark index. A smaller, subjective
component of each portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The portion of
each portfolio manager's bonus that is linked to the investment performance of Fidelity Institutional Short-Intermediate Government Fund is
based on the pre-tax investment performance of the fund measured against the Barclays U.S. 1-5 Year Government Bond Index. Each portfolio
manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR
LLC, FMR's parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund management,
brokerage, retirement, and employer administrative services. If requested to relocate their primary residence, portfolio managers also may be
eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most full-time
employees of FMR LLC and its affiliates.</R>
A portfolio manager's compensation plan may give rise to potential conflicts of interest. Although investors in the fund may invest through
either tax-deferred accounts or taxable accounts, a portfolio manager's compensation is linked to the pre-tax performance of the fund, rather
than its after-tax performance. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include
increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to
sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to
provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts)
may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a
portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies
and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other
accounts managed by FMR or an affiliate. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for other funds or accounts may outperform the securities selected for the fund.
Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new investors. Trading in personal accounts,
which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics.
<R>The following table provides information relating to other accounts managed by Mr. Castagliuolo as of November 30, 2012:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
12
|
2
|
3</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
1</R>
|
<R>Assets Managed (in millions)
|
$ 47,166
|
$ 968
|
$ 414</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
$ 97</R>
|
<R>* Includes Fidelity Institutional Short-Intermediate Government Fund ($498 (in millions) assets managed). The amount of assets
managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of November 30, 2012, the dollar range of shares of Fidelity Institutional Short-Intermediate Government Fund beneficially owned
by Mr. Castagliuolo was none.</R>
<R>The following table provides information relating to other accounts managed by Dr. Irving as of November 30, 2012:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
12
|
2
|
4</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
1</R>
|
<R>Assets Managed (in millions)
|
$ 47,166
|
$ 968
|
$ 8,027</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
$ 97</R>
|
<R>* Includes Fidelity Institutional Short-Intermediate Government Fund ($498 (in millions) assets managed). The amount of assets
managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of November 30, 2012, the dollar range of shares of Fidelity Institutional Short-Intermediate Government Fund beneficially owned
by Dr. Irving was none.</R>
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
<R>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.</R>
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>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>
The Trustees have approved a Distribution and Service Plan with respect to shares of the 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 shares of the fund and FMR to incur certain expenses that might be considered to constitute indirect payment
by the fund of distribution expenses.
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 retirement plan sponsors, administrators, and 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 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, or upon direction make payments for certain retirement plan expenses to, intermediaries, including
banks, broker-dealers, retirement plan sponsors, administrators, and service-providers (including affiliates of FDC). 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.
The 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 providing recordkeeping and administrative services to plan participants or for providing other
services to retirement plans. Please see "Transfer and Service Agent Agreements" in this SAI for more information.
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.
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, or retirement
plan sponsors may take these payments into account when deciding whether to include a fund as a plan investment option.
TRANSFER
AND
SERVICE AGENT AGREEMENTS
The 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 agreement, FIIOC (or an agent, including an affiliate) performs transfer agency services.
For providing transfer agency services, FIIOC receives a position fee and an asset-based fee with respect to each position in the fund. For
retail accounts, these fees are based on fund type. For certain institutional accounts, these fees are based on size of position and fund type. For
institutional retirement accounts, these fees are based on account type and fund type. The position fee is billed monthly on a pro rata basis at
one-twelfth of the applicable annual rate as of the end of each calendar month. The asset-based fee is calculated and paid monthly on the basis
of average daily net assets. The position fees are subject to increase based on postage rate changes.
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 third parties. FIIOC or an
affiliate may make payments to intermediaries (including affiliates of FIIOC) for recordkeeping and other 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.
In certain situations where FIIOC or an affiliate provides recordkeeping services to a retirement plan, payments may be made to pay for
plan expenses. The amount of such payments may be based on investments in particular Fidelity funds, or may be fixed for a given period of
time. Upon direction, payments may be made to plan sponsors, or at the direction of plan sponsors, third parties, for expenses incurred in
connection with the plan. FIIOC may also pay an affiliate for providing services that otherwise would have been performed by FIIOC.
<R>The fund has entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR (or an agent,
including an affiliate). The fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC calculates the NAV and dividends for the fund, maintains the fund's portfolio and general accounting records, and administers the
fund's securities lending program.</R>
For providing pricing and bookkeeping services, FSC receives a monthly fee based on the fund's average daily net assets throughout the
month.
For administering the fund's securities lending program, FSC is paid based on the number and duration of individual securities loans.
FMR bears the cost of transfer agency services, pricing and bookkeeping services, and administration of the securities lending program
under the terms of its management contract with the fund.
DESCRIPTION
OF
THE TRUST
Trust Organization.
Fidelity Institutional Short-Intermediate Government Fund is a fund of Fidelity Advisor Series IV, an open-end management investment company created under an initial declaration of trust dated May 6, 1983. Currently, there is one fund offered in the trust:
Fidelity Institutional Short-Intermediate Government 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. Any general expenses of the trust shall be allocated
between or among any one or more of the funds.
Shareholder Liability.
The trust is an entity commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for the obligations of the trust.
The Declaration of Trust contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the
trust or fund. The Declaration of Trust 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 Declaration of Trust further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other fund.
The Declaration of Trust 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 Declaration of Trust 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 a fund itself would be unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to shareholders is remote.
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. Generally, the merger of the trust or a fund or a class with
another operating mutual fund or the sale of all or a portion of the assets of the trust or a fund or a class to another operating mutual fund requires
approval by a vote of shareholders of the trust or the fund or the class. The Trustees may, however, reorganize or terminate 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 the fund. The custodian is
responsible for the safekeeping of the 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 in connection with repurchase agreement
transactions. From time to time, subject to approval by a fund's Treasurer, the fund may enter into escrow arrangements with other banks if
necessary to participate in certain investment offerings.
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 monthly on www.fidelity.com 30 days after the month-end (excluding high income security
holdings, which generally will be presented collectively monthly and included in a list of full holdings 60 days after its fiscal quarter-end).
Unless otherwise indicated, this information will be available on the web site until updated for the next applicable period.
The fund may also from time to time provide or make available to the Board or third parties upon request specific fund level performance
attribution information and statistics. Third parties may include fund shareholders or prospective fund shareholders, members of the press,
consultants, and ratings and ranking organizations.
<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); DocuLynx 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 November 30, 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>