FIDELITY COMMONWEALTH TRUST, 485BPOS, 1995-06-19

FIDELITY COMMONWEALTH TRUST
485BPOS, 1995-06-19

Previous: SALOMON INC, 424B3, 1995-06-19

Next: UNITED COMPANIES FINANCIAL CORP, S-3, 1995-06-19

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-52322)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 57 [X]
and
REGISTRATION STATEMENT (No. 811-2546)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. [ ]
Fidelity Commonwealth Trust
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 617-563-7000
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b)
(X) on June 22, 1995 pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(i)
( ) on ( ) pursuant to paragraph (a)(i)
( ) 75 days after filing pursuant to paragraph (a)(ii)
( ) on ( ) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date for a
previously filed
post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and intends to file the Notice required by
such Rule before June 30, 1995.
FIDELITY MARKET INDEX FUND
CROSS REFERENCE SHEET
FORM N-1A

ITEM NUMBER PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C>
1............................................... Cover Page

2 a............................................ Expenses

b,c.......................................... Contents; The Fund at a Glance; Who May Want To Invest

3 *
a,b............................................

c........................................... Performance

d........................................... Performance

</TABLE>

4 a(i)......................................... Charter

<TABLE>
<CAPTION>
<S> <C>
a(ii)....................................... The Fund at a Glance; Investment Principles and Risks

b............................................ Investment Principles and Risks

c............................................. Who May Want to Invest; Investment Principles and Risks

5 a............................................ Charter

b(i)........................................ Cover Page; The Fund at a Glance; Charter; Doing
Business with Fidelity

b(ii)....................................... Charter

b(iii)...................................... Expenses; Breakdown of Expenses

c........................................ *

d............................................ Charter; Breakdown of Expenses

e............................................ Cover Page; Charter

f............................................. Expenses

Charter
g(i)............................................

g(ii)......................................... *

5 A............................................ Performance

6 a(i)........................................ Charter

a(ii)....................................... How to Buy Shares; How to Sell Shares; Transaction
Details; Exchange Restrictions

a(iii)..................................... Charter

b............................................ *

c........................................... Transaction Details; Exchange Restrictions

d........................................... *

e........................................... Doing Business with Fidelity; How to Buy Shares; How to
Sell Shares; Investor Services

f,g......................................... Dividends, Capital Gains, and Taxes

7 a........................................... Cover Page; Charter

b........................................... Expenses; How to Buy Shares; Transaction Details

c........................................... *

d........................................... How to Buy Shares

e........................................... *

f............................................ Breakdown of Expenses

8 .............................................. How to Sell Shares; Investor Services; Transaction Details;
Exchange Restrictions

9 .............................................. *

* Not Applicable

</TABLE>

FIDELITY MARKET INDEX FUND
CROSS REFERENCE SHEET
(CONTINUED)

<TABLE>
<CAPTION>
<S> <C>
Part B: Statement of Additional Information

Form N-1A Item Number SAI Caption

10,11......................................... Cover Page

12.............................................. Description of the Trust

13 a,b,c.................................... Investment Policies and Limitations

d........................................... *

14 a,b, Trustees and Officers
c........................................

15 a,b..................................... *

Trustees and Officers
c..............................................

16 a(i)....................................... FMR; Portfolio Transactions

a(ii)....................................... Trustees and Officers

a(iii),b................................... Management Contract

c,d...................................... Contracts with FMR Affiliates

*
e...........................................

Distribution and Service Plan
f............................................

*
g...........................................

Description of the Trust
h...........................................

Contracts with FMR Affiliates
i............................................

17 Portfolio Transactions
a,b,c.......................................

d,e..................................... *

18 a........................................ Description of the Trust

*
b...........................................

19 a....................................... Additional Purchase and Redemption Information

Valuation of Portfolio Securities; Additional Purchase and
b........................................... Redemption Information

*
c...........................................

20.............................................. Distributions and Taxes

21 a,b................................. Contracts with FMR Affiliates

c................................ *

22.............................................. Performance

23.............................................. Financial Statements

</TABLE>

FIDELITY
MARKET INDEX
FUND
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing, or a copy of
the Statement of Additional Information (SAI) dated June 22, 1995. The SAI
has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference (legally forms a part of the prospectus).
For a free copy of either document, call Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.

LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
FMI-pro-695
Market Index seeks a total return which corresponds to that of the Standard
& Poor's Composite Index of 500 Stocks.
PROSPECTUS
JUNE 22, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

KEY FACTS THE FUND AT A GLANCE

WHO MAY WANT TO INVEST

EXPENSES The fund's yearly
operating expenses.

FINANCIAL HIGHLIGHTS A summary
of the fund's financial data.

PERFORMANCE How the fund has
done over time.

THE FUND IN DETAIL CHARTER How the fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
The fund's overall approach to
investing.

BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

YOUR ACCOUNT DOING BUSINESS WITH FIDELITY

TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

HOW TO BUY SHARES Opening an
account and making additional
investments.

HOW TO SELL SHARES Taking money
out and closing your account.

INVESTOR SERVICES Services to
help you manage your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS,
ACCOUNT POLICIES AND TAXES

TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.

EXCHANGE RESTRICTIONS

APPENDIX

KEY FACTS

THE FUND AT A GLANCE
GOAL: Total return that corresponds to that of the Standard & Poor's
Composite Index of 500 Stocks (S&P 500(registered trademark)). As with any
mutual fund, there is no assurance that the fund will achieve its goal.
STRATEGY: Invests in equity securities of companies that compose the S&P
500 and in other instruments that are based on the value of the index.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager.
SIZE: As of April 30, 1995, the fund had over $390 million in assets.
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns. The
fund is designed for those who want to pursue growth of capital and current
income through a portfolio of securities that broadly represents the U.S.
stock market, as measured by the S&P 500. The fund seeks to keep expenses
low as it attempts to match the return of the S&P 500.
Because the fund seeks to track, rather than beat, the performance of the
S&P 500, it is not managed in the same manner as other mutual funds. In
this fund, FMR generally will not judge the merits of any particular stock
as an investment. Therefore, you should not expect to achieve the
potentially greater results that could be obtained by a fund that
aggressively seeks growth.
The value of the fund's investments will vary from day to day, and
generally reflect market conditions, interest rates, and other company,
political, or economic news. In the short-term, stock prices can fluctuate
dramatically in response to these factors. Over time, however, stocks have
shown greater growth potential than other types of securities. When you
sell your shares, they may be worth more or less than what you paid for
them. By itself, the fund does not constitute a balanced investment plan.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell or
hold shares of a fund. See page for more information about these fees.
Maximum sales charge on purchases and
reinvested distributions None
Deferred sales charge on redemptions None
Redemption fee (as a % of amount redeemed
on shares held less than 180 days) .50%
Exchange fee None
Index account fee (per account per year) $10.00
Annual account maintenance fee
(for accounts under $2,500) $12.00
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. Expenses are factored into its share price
or dividends and are not charged directly to shareholder accounts (see page
).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets.
Management fee .45%

12b-1 fee None

Other expenses .00%

Total fund operating expenses .45%

EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
After 1 year $ 15

After 3 years $ 44

After 5 years $ 75

After 10 years $ 15
7

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.

UNDERSTANDING
EXPENSES
Operating a mutual fund
involves a variety of
expenses for portfolio
management, shareholder
statements, tax reporting, and
other services. These costs
are paid from the fund's
assets; their effect is already
factored into any quoted
share price or return.
(checkmark)
FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by Coopers & Lybrand L.L.P., independent accountants. Their report
on the financial statements and financial highlights is included in the
Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the fund's Statement
of Additional Information.
SELECTED PER-SHARE DATA

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Years Ended
April 30 1990c 1991 1992 1993 1994 1995

Net asset
value, $ 25.00 $ 24.58 $ 28.06 $ 30.94 $ 32.84 $ 33.49
beginning
of period

Income from
Investment
Operations

Net
investment .13 .76 .82 .81 .81 .86
income

Net realized
and (.57) 3.49 2.94 1.89 .81 4.76
unrealized
gain (loss) on
investments

Total
from (.44) 4.25 3.76 2.70 1.62 5.62
investment
operations

Less
Distributions

From net
investment -- (.85) (.83) (.81) (.80) (.80)
income

From net
realized -- -- (.07) -- (.17) --
gain

In excess of
net -- -- -- -- (.01) --
realized gain

Total
distributions -- (.85) (.90) (.81) (.98) (.80)

Redemption
fees .02 .08 .02 .01 .01 .01
added
to paid in capital

Net asset
value, end $ 24.58 $ 28.06 $ 30.94 $ 32.84 $ 33.49 $ 38.32
of period

Total
returnB (1.68) 18.04% 13.74% 8.85% 4.95% 17.08%
%

RATIOS AND
SUPPLEMENTAL
DATA

Net assets,
end of $ 14,767 $ 111,931 $ 229,553 $ 304,899 $ 282,702 $ 390,733
period
(000 omitted)

Ratio of
expenses to .28% .28% .35% .44% .45% .45%
average net
assets A

Ratio of
expenses to .45% .45% .45% .45% .45% .45%
average net
assets A
before expense
reductions

Ratio of net 3.41% 3.52% 2.84% 2.54% 2.38% 2.49%
investment
income A
to average net assets

Portfolio
turnover rate 0% 1% 1% 0% 3% 2%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE INDEX ACCOUNT FEE AND PERIODS OF LESS
THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER
HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FROM MARCH 6, 1990 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1990.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes or the .50% redemption fee.
The fund's fiscal year runs from May 1 through April 30. The tables below
show the fund's performance over past fiscal years compared to two
measures: investing in a broad selection of stocks (S&P 500), and not
investing at all (inflation, or CPI). To help you compare this fund to
other funds, the chart on page 8 displays calendar-year performance.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods Pas Past Life
ended t 1 5 of
April 30, 1995 yea year fund
r s A

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Market Index 17.0 3 12. 38 11.6 2
% % %

</TABLE>

S&P 500 17.4 6 12.64 11.85
% % %

Consumer 3.05 3.34 3.36
Price % % %
Index

CUMULATIVE TOTAL RETURNS
Fiscal periods Pas Past Life
ended t 1 5 of
April 30, 1995 yea year fund
r s A

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Market Index 17.0 3 79. 25 76. 23
% % %

</TABLE>

S&P 500 17.4 6 81.29 78.12
% % %

Consumer 3.05 17.84 18.67
Price % % %
Index

A FROM MARCH 6, 1990

EXAMPLE: Let's say, hypothetically, that an investor put $10,000 in the
fund on March 6, 1990. From that date through April 30, 1995, the fund's
total return was 76. 23 %. That $10,000 would have grown to
$17,6 23 (the initial investment plus 76. 23 % of $10,000).
UNDERSTANDING
PERFORMANCE
Because this fund invests in
stocks, its performance is
related to that of the overall
stock market. Historically,
stock market performance
has been characterized by
volatility in the short run and
growth in the long run. You
can see these two
characteristics reflected in the
fund's performance; the
year-by-year total returns on
page 8 show that short-term
returns can vary widely, while
the returns at left show
long-term growth.
(checkmark)
$10,000 OVER LIFE OF FUND
Fiscal years 199 0 1993 1995
Row: 1, Col: 1, Value: 10000.0
Row: 2, Col: 1, Value: 10080.0
Row: 3, Col: 1, Value: 9832.0
Row: 4, Col: 1, Value: 10828.0
Row: 5, Col: 1, Value: 10759.06
Row: 6, Col: 1, Value: 10726.82
Row: 7, Col: 1, Value: 9755.690000000001
Row: 8, Col: 1, Value: 9278.84
Row: 9, Col: 1, Value: 9246.33
Row: 10, Col: 1, Value: 9843.780000000001
Row: 11, Col: 1, Value: 10104.77
Row: 12, Col: 1, Value: 10552.32
Row: 13, Col: 1, Value: 11307.81
Row: 14, Col: 1, Value: 11576.41
Row: 15, Col: 1, Value: 11605.36
Row: 16, Col: 1, Value: 12101.67
Row: 17, Col: 1, Value: 11541.34
Row: 18, Col: 1, Value: 12083.38
Row: 19, Col: 1, Value: 12362.75
Row: 20, Col: 1, Value: 12158.51
Row: 21, Col: 1, Value: 12318.05
Row: 22, Col: 1, Value: 11818.44
Row: 23, Col: 1, Value: 13169.3
Row: 24, Col: 1, Value: 12923.46
Row: 25, Col: 1, Value: 13084.53
Row: 26, Col: 1, Value: 12824.5
Row: 27, Col: 1, Value: 13199.93
Row: 28, Col: 1, Value: 13259.66
Row: 29, Col: 1, Value: 13062.41
Row: 30, Col: 1, Value: 13590.57
Row: 31, Col: 1, Value: 13311.46
Row: 32, Col: 1, Value: 13465.08
Row: 33, Col: 1, Value: 13503.97
Row: 34, Col: 1, Value: 13957.7
Row: 35, Col: 1, Value: 14131.46
Row: 36, Col: 1, Value: 14240.2
Row: 37, Col: 1, Value: 14431.57
Row: 38, Col: 1, Value: 14731.94
Row: 39, Col: 1, Value: 14368.78
Row: 40, Col: 1, Value: 14749.44
Row: 41, Col: 1, Value: 14784.83
Row: 42, Col: 1, Value: 14718.45
Row: 43, Col: 1, Value: 15267.18
Row: 44, Col: 1, Value: 15147.3
Row: 45, Col: 1, Value: 15458.88
Row: 46, Col: 1, Value: 15307.54
Row: 47, Col: 1, Value: 15490.49
Row: 48, Col: 1, Value: 16009.82
Row: 49, Col: 1, Value: 15571.08
Row: 50, Col: 1, Value: 14886.65
Row: 51, Col: 1, Value: 15080.28
Row: 52, Col: 1, Value: 15323.44
Row: 53, Col: 1, Value: 14942.23
Row: 54, Col: 1, Value: 15431.39
Row: 55, Col: 1, Value: 16056.44
Row: 56, Col: 1, Value: 15661.47
Row: 57, Col: 1, Value: 16007.68
Row: 58, Col: 1, Value: 15420.03
Row: 59, Col: 1, Value: 15649.17
Row: 60, Col: 1, Value: 16052.43
Row: 61, Col: 1, Value: 16671.06
Row: 62, Col: 1, Value: 17154.36
Row: 63, Col: 1, Value: 17.623
$
$17,623
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
THE S&P 500(registered trademark) is the Standard & Poor's Composite Index
of 500 Stocks, a widely recognized, unmanaged index of common stock prices.
The S&P 500 figures assume reinvestment of all dividends paid by stocks
included in the index. They do not, however, include any allowance for the
brokerage commissions or other fees you would pay if you actually invested
in those stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Average S&P 500 Index
Objective Funds Average , which currently reflects the performance of
over 38 mutual funds with similar objectives. This average, which
assumes reinvestment of distributions, is published by Lipper Analytical
Services, Inc.
Other illustrations of fund performance may show moving averages over
specified periods.
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 1991 1992 1993 1994
Market Index 30.27 % 7. 25 % 9. 57 % 0.97
%
Competitive funds average 29. 6 4% 7.12 % 9. 54
% 0.9 1 %
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
Row: 3, Col: 1, Value: nil
Row: 3, Col: 2, Value: nil
Row: 4, Col: 1, Value: nil
Row: 4, Col: 2, Value: nil
Row: 5, Col: 1, Value: nil
Row: 5, Col: 2, Value: nil
Row: 6, Col: 1, Value: nil
Row: 6, Col: 2, Value: nil
Row: 7, Col: 1, Value: 30.27
Row: 7, Col: 2, Value: 29.64
Row: 8, Col: 1, Value: 7.25
Row: 8, Col: 2, Value: 7.119999999999999
Row: 9, Col: 1, Value: 9.57
Row: 9, Col: 2, Value: 9.539999999999999
Row: 10, Col: 1, Value: 0.97
Row: 10, Col: 2, Value: 0.91
(large solid box) Market Index
(large hollow box) Competitive
funds
average

The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUND IN DETAIL

CHARTER
MARKET INDEX IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. In technical terms, the fund is
currently a diversified fund of Fidelity Commonwealth Trust, an open-end
management investment company organized as a Massachusetts business trust
on November 8, 1974.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the parent company of FMR. Through ownership of voting common
stock, members of the Edward C. Johnson 3d family form a controlling group
with respect to FMR Corp. Changes may occur in the Johnson family group,
through death or disability, which would result in changes in each
individual family member's holding of stock. Such changes could result in
one or more family members becoming holders of over 25% of the stock. FMR
Corp. has received an opinion of counsel that changes in the composition of
the Johnson family group under these circumstances would not result in the
termination of the fund's management or distribution contracts and,
accordingly, would not require a shareholder vote to continue operation
under those contracts.
FMR may use its broker-dealer affiliates and other firms that sell fund
shares to carry out the fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those of
other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND SEEKS TO MATCH THE TOTAL RETURN OF THE S&P 500 while keeping
expenses low. FMR normally invests at least 80% of the fund's assets in
equity securities of companies that compose the S&P 500.
The S&P 500 is an index of 500 common stocks, most of which trade on the
New York Stock Exchange. It is generally acknowledged that the S&P 500
broadly represents the performance of publicly traded common stocks in the
U.S.
In seeking a 98% or better correlation of the fund's total return to that
of the S&P 500, the fund utilizes a "passive" or "indexing" approach and
tries to allocate its assets similarly to those of the index. The fund's
composition may not always be identical to that of the S&P 500. FMR may
choose, if extraordinary circumstances warrant, to exclude a stock held in
the S&P 500 and include a similar stock in its place if doing so will help
the fund achieve its objective. FMR monitors the correlation between the
performance of the fund and the S&P 500 on a regular basis. In the unlikely
event that the fund cannot achieve a correlation of 98% or better, the
trustees will consider alternative arrangements.
Although the fund focuses on common stocks, it may also invest in other
equity securities and in other types of instruments. The fund purchases
short-debt securities for cash management purposes and uses various
investment techniques, such as futures contracts, to adjust its exposure to
the S&P 500.
Standard & Poor's Corporation is neither an affiliate nor a sponsor of the
fund, and inclusion of a stock in the index does not imply that it is a
good investment.
T he value of the fund's domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the
activities of individual companies, and general market and economic
conditions. Investments in foreign securities may involve risks in
addition to those of U.S. investments, including increased political and
economic risk, as well as exposure to currency fluctuations. When you
sell your shares of the fund, they may be worth more or less than what you
paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, and strategies FMR may employ in
pursuit of the fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of the fund's policies
and limitations and more detailed information about the fund's
inve stments are contained in the fund's SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
fund achieve its goal. Current holdings and recent investment strategies
are describe d in the fund's financial reports which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, the fund may not own
more than 10% of the outstanding voting securities of a single issuer.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices or other
factors that affect security values. These techniques may involve
derivative transactions such as buying and selling options and futures
contracts, entering into swap agreements, and purchasing indexed
securities.
FMR can use these practices in its efforts to achieve the fund's objective
of tracking the return of the S&P 500. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
ILLIQUID SECURITIES. Some investments may be determined by FMR, under the
supervision of the Board of Trustees, to be illiquid, which means that they
may be difficult to sell promptly at an acceptable price. Difficulty in
selling securities may result in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include real estate-related investments.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer. The fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-de alers and institutions,
including Fidelity Brokerage Services, Inc. (FBSI) , an affiliate of
FMR, is a means of earning income. This practice could result in a loss or
a delay in recovering the fund's securities. The fund may also lend money
to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval.
The fund seeks investment results that correspond to the total return
(i.e., the combination of capital changes and income) of common stocks
publicly traded in the United States, as represented by the S&P 500, while
keeping transaction costs and other expenses low. With respect to 75% of
total assets, the fund may not invest more than 5% of its total assets in
any one issuer and may not own more than 10% of the outstanding voting
securities of a single issuer. The fund may not invest more than 25% of its
total assets in any one industry. The fund may borrow only for temporary or
emergency purposes, but not in an amount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs.
FMR may, from time to time, agree to reimburse the fund for management fees
above a specified limit. FMR retains the ability to be repaid by the fund
if expenses fall below the specified limit prior to the end of the fiscal
year. Reimbursement arrangements, which may be terminated at any time
without notice, can decrease the fund's expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The fund pays
the fee at the annual rate of .45% of its average net assets.
FSC performs many transaction and accounting functions for the fund. These
services include processing shareholder transactions and calculating the
fund's share price. FMR, and not the fund, pays for these services.
To offset shareholder service costs, FSC also collects the fund's annual
index account fee of $10.00 per account. FSC deducts $2.50 from each
account at the time the quarterly dividend is credited to each account. If
the amount of the dividend is not sufficient to pay the fee, the index
account fee will be deducted directly from your account balance. For fiscal
1995, this fee amounted to $ 122,712 .
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. It is important to
note, however, that the fund does not pay FMR any separate fees for this
service.
The fund's portfolio turnover rate for fiscal 1995 was 2 %. This rate
varies from year to year.
YOUR ACCOUNT

DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country.
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 75 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual
funds: over 210
(solid bullet) Assets in Fidelity mutual
funds: over $280 billion
(solid bullet) Number of shareholder
accounts: over 20 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 200
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity retirement accounts $500
TO ADD TO AN ACCOUNT $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500

<TABLE>
<CAPTION>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

Phone 1-800-544-777 (phone_graphic) (small solid bullet) Exchange from another (small solid bullet) Exchange from another
Fidelity fund account Fidelity fund account
with the same with the same
registration, including registration, including
name, address, and name, address, and
taxpayer ID number. taxpayer ID number.
(small solid bullet) Use Fidelity Money
Line to transfer from
your bank account. Call
before your first use to
verify that this service
is in place on your
account. Maximum
Money Line: $50,000.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to "Fidelity
check payable to Market Index Fund."
"Fidelity Market Index Indicate your fund
Fund." Mail to the account number on
address indicated on your check and mail to
the application. the address printed on
your account statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
In Person (hand_graphic) (small solid bullet) Bring your application (small solid bullet) Bring your check to a
and check to a Fidelity Fidelity Investor Center.
Investor Center. Call Call 1-800-544-9797 for
1-800-544-9797 for the the center nearest you.
center nearest you.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Call 1-800-544-7777 to (small solid bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (small solid bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify "Fidelity Market
Bank Routing Index
#021001033, Fund" and include your
Account #00163053. account
Specify "Fidelity Market number and your
Index Fund" and name.
include your new
account number and
your name.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Automatically (automatic_graphic) (small solid bullet) Not available. (small solid bullet) Use Fidelity Automatic
Account Builder. Sign
up for this service
when opening your
account, or call
1-800-544-6666 to add
it.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time.
To enhance the fund's ability to track the S&P 500 , shareholders are
urged to submit redemption requests before 2 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts).
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, or
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
and
(small solid bullet) Any other applicable requirements listed in the table
at right.
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
ACCOUNT TYPE SPECIAL REQUIREMENTS

<TABLE>
<CAPTION>
<S> <C> <C>
IF YOU SELL SHARES OF THE FUND AFTER HOLDING THEM LESS THAN 180 DAYS, THE FUND WILL
DEDUCT A REDEMPTION FEE EQUAL TO .50% OF THE VALUE OF THOSE SHARES.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Phone 1-800-544-777 (phone_graphic) All account types (small solid bullet) Maximum check request:
except retirement $100,000.
(small solid bullet) For Money Line transfers to
All account types your bank account; minimum:
$10; maximum: $100,000.
(small solid bullet) You may exchange to other
Fidelity funds if both
accounts are registered with
the same name(s), address,
and taxpayer ID number.

Mail or in Person (mail_graphic)(hand_graphic) Individual, Joint (small solid bullet) The letter of instruction must
Tenant, be signed by all persons
Sole Proprietorship required to sign for
, UGMA, UTMA transactions, exactly as their
Retirement account names appear on the
account.
(small solid bullet) The account owner should
Trust complete a retirement
distribution form. Call
1-800-544-6666 to request
one.
Business or (small solid bullet) The trustee must sign the
Organization letter indicating capacity as
trustee. If the trustee's name
is not in the account
registration, provide a copy of
the trust document certified
Executor, within the last 60 days.
Administrator, (small solid bullet) At least one person
Conservator, authorized by corporate
Guardian resolution to act on the
account must sign the letter.
(small solid bullet) Include a corporate
resolution with corporate seal
or a signature guarantee.
(small solid bullet) Call 1-800-544-6666 for
instructions.

Wire (wire_graphic) All account types (small solid bullet) You must sign up for the wire
except retirement feature before using it. To
verify that it is in place, call
1-800-544-6666. Minimum
wire: $5,000.
(small solid bullet) Your wire redemption request
must be received by Fidelity
before 4 p.m. Eastern time
for money to be wired on the
next business day.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

<TABLE>
<CAPTION>
<S> <C> <C>
MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly or (small solid bullet) For a new account, complete the
quarterly appropriate section on the fund
application.
(small solid bullet) For existing accounts, call
1-800-544-6666 for an application.
(small solid bullet) To change the amount or frequency of
your investment, call 1-800-544-6666 at
least three business days prior to your
next scheduled investment date.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Every pay (small solid bullet) Check the appropriate box on the fund
period application, or call 1-800-544-6666 for an
authorization form.
(small solid bullet) Changes require a new authorization
form.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly, (small solid bullet) To establish, call 1-800-544-6666 after
bimonthly, both accounts are opened.
quarterly, or (small solid bullet) To change the amount or frequency of
annually your investment, call 1-800-544-6666.

</TABLE>

A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends are distributed in March,
June, September, and December. Capital gains are distributed in June and
December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. Cash distribution
checks will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
The fund earns dividends
from stocks and interest from
bond, money market, and
other investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund
realizes capital gains
whenever it sells securities
for a higher price than it paid
for them. These are passed
along as CAPITAL GAIN
DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on the fund
and its investments and these taxes generally will reduce the fund's
distributions.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
The fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY OR SELL SHARES OF THE FUND THROUGH A BROKER, who may charge you
a fee for this service. If you invest through a broker or other
institution, read its program materials for any additional service features
or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
THE REDEMPTION FEE, if applicable, will be deducted from the amount of your
redemption. This fee is paid to the fund rather than FMR, and it does not
apply to shares that were acquired through reinvestment of distributions.
If shares you are redeeming were not all held for the same length of time,
those shares you held longest will be redeemed first for purposes of
determining whether the fee applies.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts maintained by FSC
or FBSI which are registered under the same social security number or which
list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. Qualified recipients are securities dealers who have sold
fund shares or others, including banks and other financial institutions,
under special arrangements in connection with FDC's sales activities. In
some instances, these incentives may be offered only to certain
institutions whose representatives provide services in connection with the
sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
APPENDIX
S&P does not guarantee the accuracy and/or the completeness of the S&P 500
Index or any data included therein and S&P shall have no liability for any
errors, omissions, or interruptions therein. S&P makes no warranty, express
or implied, as to results to be obtained by licensee, owners of the
product, or any other person or entity from the use of the S&P 500 Index or
any data included therein. S&P makes no express or implied warranties, and
expressly disclaims all warranties or merchantability or fitness for a
particular purpose or use with respect to the S&P 500 Index or any data
included therein. Without limiting any of the foregoing, in no event shall
S&P have any liability for any special, punitive, indirect, or
consequential damages (including lost profits), even if notified of the
possibility of such damages.
The Product is not sponsored, endorsed, sold or promoted by Standard &
Poor's ("S&P"). S&P makes no representation or warranty, express or
implied, to the owners of the Product or any member of the public regarding
the advisability of investing in securities generally or in the Product
particularly or the ability of the S&P 500 Index to track general stock
market performance. S&P's only relationship to the Licensee is the
licensing of certain trademarks and trade names of S&P and of the S&P 500
Index which is determined, composed and calculated by S&P without regard to
the Licensee or the Product. S&P has no obligation to take the needs of the
Licensee or the owners of the Product into consideration in determining,
composing or calculating the S&P 500 Index. S&P is not responsible for and
has not participated in the determination of the timing of, prices at, or
quantities of the Product to be issued or in the determination or
calculation of the equation by which the Product is to be converted into
cash. S&P has no obligation or liability in connection with the
administration, marketing or trading of the Product.
"Standard & Poor's(registered trademark)," "S&P(registered trademark),"
"S&P 500(registered trademark)," "Standard & Poor's 500," and "500" are
trademarks of The McGraw-Hill, Companies, Inc. and have been
licensed for use by Fidelity Distributors Corporation.

This prospectus is printed on recycled paper using soy-based inks.
FIDELITY MARKET INDEX FUND
A FUND OF FIDELITY COMMONWEALTH TRUST
STATEMENT OF ADDITIONAL INFORMATION
JUNE 22, 1995
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated June 22, 1995). Please retain this
document for future reference. The fund's financial statements and
financial highlights, included in the Annual Report for the fiscal year
ended April 30, 1995, are incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations 2

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contract

Distribution and Service Plan

Contracts With FMR Affiliates

Description of the Trust

Financial Statements

Appendix : About the S&P Composite Index of 500 Stocks

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Company (FSC)
FMI-ptb-695
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) of the fund.
However, except for the fundamental investment limitations listed below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) 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) 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) underwrite securities issued by others, except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) 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;
(6) 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);
(7) 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); or
(8) 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.
(9) 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.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) 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.
(iii) 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 fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) 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.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase
agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) 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 investment objective, policies, and limitations as
the fund.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
INVESTMENT DETAILS. The fund is not managed according to traditional
methods of "active" investment management, which involve the buying and
selling of securities based upon economic, financial, and market analyses
and investment judgment. Instead, the fund, utilizing a "passive" or
"indexing" investment approach , attempts to duplicate the
performance of the Standard & Poor's Composite Index of 500 Stocks (S&P
500 (registered trademark)). The fund may omit or remove an S&P 500 stock
from its portfolio if, following objective criteria, FMR judges the stock
to be insufficiently liquid or believes the merit of the investment has
been substantially impaired by extraordinary events or financial
conditions. FMR may purchase stocks that are not included in the S&P 500 to
compensate for these differences if it believes that their prices will move
together with the prices of S&P 500 stocks omitted from the portfolio.
The ability of the fund to meet its objective depends in part on its cash
flow because investments and redemptions by shareholders generally will
require the fund to purchase or sell portfolio securities. A low level of
shareholder transactions will keep cash flow manageable and enhance the
fund's ability to track the S&P 500. FMR will make investment changes to
accommodate cash flow in an attempt to maintain the similarity of the
fund's portfolio to the composition of the S&P 500. In addition, the fund
will maintain a reasonable position in high-quality, short-term debt
securities and money market instruments to meet redemption requests.
S&P 500. The S&P 500 is a well-known stock market index that includes
common stocks of companies representing a significant portion of the market
value of all common stocks publicly traded in the United States. Stocks in
the S&P 500 are weighted according to their market capitalization (i.e. the
number of shares outstanding multiplied by the stock's current price), with
the 62 largest stocks currently comprising approximately 50% of the index's
value. The composition of the S&P 500 is determined by Standard & Poor's
and is based on such factors as the market capitalization and trading
activity of each stock and its adequacy as a representation of stocks in a
particular industry group. Standard & Poor's may change the index's
composition from time to time.
The performance of the S&P 500 is a hypothetical number that does not take
into account brokerage commissions and other costs of investing, which the
fund bears.
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
FOREIGN INVESTMENTS. Investing in securities issued by companies or other
issuers whose principal activities are outside the United States may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. In addition,
there is generally less publicly available information about foreign
issuers' financial condition and operations, particularly those not subject
to the disclosure and reporting requirements of the U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing,
and financial reporting requirements and standards of practice comparable
to those applicable to U.S. issuers. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects. The considerations noted above generally are
intensified for investments in developing countries. Developing countries
may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade a small number of securities.
Foreign markets may offer less protection to investors than U.S. markets.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may expose the fund to increased risk
in the event of a failed trade or the insolvency of a foreign
broker-dealer, and may involve substantial delays. In addition, the costs
of foreign investing, including withholding taxes, brokerage commissions
and custodial costs, are generally higher than for U.S. investors. In
general, there is less overall governmental supervision and regulation of
securities exchanges, brokers, and listed companies than in the United
States. It may also be difficult to enforce legal rights in foreign
countries.
The fund may invest in foreign securities that impose restrictions on
transfer within the United States or to U.S. persons. Although securities
subject to such transfer restrictions may be marketable abroad, they may be
less liquid than foreign securities of the same class that are not subject
to such restrictions.
The fund may invest in American Depository Receipts and European Depository
Receipts (ADRs and EDRs), which are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a bank or similar
financial institution. Designed for use in the U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of
the underlying securities in their national markets and currencies.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to direct or
administer the day-to-day operations of any company. The fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that the fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the fund and the risk of actual liability if the fund is involved
in litigation. No guarantee can be made, however, that litigation against
the fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following sections pertain to futures and
options: Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, OTC Options, Purchasing Put and Call
Options, and Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply with
guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of
the fund's assets could impede portfolio management or the fund's ability
to meet redemption requests or other current obligations.
COMBINED POSITIONS. The fund may purchase and write 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, the fund may purchase a put option and write a call option on the
same underlying instrument, in order to 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, in order 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.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and 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 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. The fund may purchase or
sell options and 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 the fund's options or 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.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the S&P 500. Futures can be held until their
delivery dates, or can be closed out before then if a liquid secondary
market is available.
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 the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument 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. Initial margin deposits are typically equal to a percentage of the
contract's value. 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. The party that has a gain may
be 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 the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the 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.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
FMR also intends to follow certain other limitations on the fund's futures
and option activities. The fund will not purchase any option if, as a
result, more than 5% of its total assets would be invested in option
premiums. Under normal conditions, the fund will not enter into any futures
contract or option if, as a result, the sum of (i) the current value of
assets hedged in the case of strategies involving the sale of securities,
and (ii) the current value of the indices or other instruments underlying
the fund's other futures or options positions, would exceed 35% of the
fund's total assets. These limitations do not apply to options attached to,
or acquired or traded together with their underlying securities, and do not
apply to securities that incorporate features similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures 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 options and 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 for the fund
to enter into new positions or close out existing positions. If the
secondary 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 the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (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 fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
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 fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund 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.
The buyer of a typical put option can expect to realize a gain if security
prices fall 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
paid, plus related transaction costs).
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 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 security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes 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 the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain 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 security prices fall, 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.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, 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 mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument 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.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options the fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. 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 was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. Indexed securities 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 return
of the S&P 500 or a comparable stock index. Indexed securities can be
affected by changes in interest rates and the creditworthiness of their
issuers as well as stock prices, and may not track the S&P 500 as
accurately as direct investments in S&P 500 stocks.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, the fund has received permission to lend money to,
and borrow money from, other funds advised by FMR or its affiliates.
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.
The fund will lend through the program only when the returns are higher
than those available from other short-term instruments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. The 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.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, overbuilding, and the management skill and
creditworthiness of the issuer. Real estate-related instruments may also be
affected by tax and regulatory requirements, such as those relating to the
environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits 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. The securities
purchased by the fund are used to collateralize the repurchase obligation.
As such, they are held in an account of the fund at a bank,
marked-to-market daily, and maintained at a value at least equal to the
sale price plus the accrued incremental amount. While it does not
presently appear possible to eliminate all risks from these transactions
(particularly the possibility that the value of the underlying security
will be less than the resale price, as well as delays and costs to the fund
in connection with bankruptcy proceedings), it is the fund's current policy
to engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SWAP AGREEMENTS. Under a typical equity swap agreement, a counterparty such
as a bank or broker-dealer agrees to pay the fund a return equal to the
dividend payments and increase in value, if any, of an index or group of
stocks (such as the S&P 500), and the fund agrees in return to pay a fixed
or floating rate of interest, plus any declines in value of the index. Swap
agreements can also have features providing for maximum or minimum exposure
to the designated index. Swap agreements can take many different forms and
are known by a variety of names. The fund is not limited to any particular
form of swap agreement if FMR determines it is consistent with the fund's
investment objective and policies.
In order to track the return of the designated index effectively, the fund
would generally have to own other assets returning approximately the same
amount as the interest rate payable by the fund under the swap agreement.
In addition, if the counterparty's creditworthiness declined, the swap
would be likely to decline in value relative to the designated index,
impairing the fund's correlation with the S&P 500. The fund expects to be
able to eliminate its exposure under swap agreements either by assignment
or other disposition of the swap agreement, or by entering into an
offsetting swap agreement with the same party or a similarly creditworthy
party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its obligations under swap agreements. If the fund enters
into a swap agreement on a net basis, it will segregate assets with a daily
value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If the fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
PORTFOLIO TRANSACTIONS
All 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. FMR is also responsible for the placement of transaction orders
for other investment companies and accounts for which it or its affiliates
act as investment adviser. In selecting broker-dealers, subject to
applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Generally, commissions for foreign investments traded will be
higher than for U.S. investments and may not be subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the
availability of securities or the purchasers or sellers of securities .
In addition, such broker-dealers may furnish analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and performance of accounts; effect securities
transactions , and perform functions incidental thereto (such as
clearance and settlement). The selection of such broker-dealers generally
is made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted to an unlimited liability company and assumed the name FBS. Prior
to September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal years ended April 30, 1995 and 1994, the fund's portfolio
turnover rates were 2 % and 3%, respectively.
For fiscal 1995, 1994, and 1993, the fund paid brokerage commissions of
$ 30,877 , $9,948, and $12,824, respectively. The fund pays both
commissions and spreads in connection with the placement of portfolio
transactions . FBSI is paid on a commission basis. During fiscal
1995, 1994, and 1993, the fund paid brokerage commissions of $ 0 ,
$ 184 , and $ 0 , respectively, to FBSI.
During fiscal 1995, the fund paid $2,171 in commissions to brokerage
firms that provided research services involving approximately $2,936,222 of
transactions. The provision of research services was not necessarily a
factor in the placement of all this business with such firms.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the U.S. are valued at last sale price or, if no sale
has occurred, at the closing bid price. Most equity securities for which
the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded. If the last sale price (on the local exchange) is unavailable, the
last evaluated quote or last bid price is normally used. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. Convertible
securities and fixed-income securities are valued primarily by a pricing
service that uses a vendor security valuation matrix which incorporates
both dealer-supplied valuations and electronic data processing techniques.
This two-fold approach is believed to more accurately reflect fair value
because it takes into account appropriate factors such as institutional
trading in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics, and other market data,
without exclusive reliance upon quoted, exchange, or
over-the - counter prices. Use of pricing services has been approved
by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE. The values of any such securities held by the fund are
determined as of such time for the purpose of computing the fund's net
asset value. Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency. FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars.
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of fund shares when redeemed may be more or less than their original cost.
YIELD CALCULATIONS. Yields for the fund are computed by dividing the fund's
interest and dividend income for a given 30-day or one-month period, net of
expenses, by the average number of shares entitled to receive distributions
during the period, dividing this figure by the fund's net asset value (NAV)
at the end of the period, and annualizing the result (assuming compounding
of income) in order to arrive at an annual percentage rate. Yields do not
reflect the fund's .50% redemption fee, which applies to shares held less
than 180 days. Income is calculated for purposes of yield quotations in
accordance with standardized methods applicable to all stock and bond
funds. Dividends from equity investments are treated as if they were
accrued on a daily basis, solely for the purposes of yield calculations. In
general, interest income is reduced with respect to bonds trading at a
premium over their par value by subtracting a portion of the premium from
income on a daily basis, and is increased with respect to bonds trading at
a discount by adding a portion of the discount to daily income. For the
fund's investments denominated in foreign currencies, income and expenses
are calculated first in their respective currencies, and are then converted
to U.S. dollars, either when they are actually converted or at the end of
the 30-day or one month period, whichever is earlier. Capital gains and
losses generally are excluded from the calculation as are gains and losses
from currency exchange rate fluctuations.
Income calculated for the purposes of calculating the fund's yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, the fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over a
stated period . Average annual total returns are calculated by
determining the growth or decline in value of a hypothetical historical
investment in the fund over a stated period, and then calculating the
annually compounded percentage rate that would have produced the same
result if the rate of growth or decline in value had been constant over the
period. For example, a cumulative total return of 100% over ten years would
produce an average annual return of 7.18%, which is the steady annual rate
of return that would equal 100% growth on a compounded basis in ten years.
While average annual returns are a convenient means of comparing investment
alternatives, investors should realize that the fund's performance is not
constant over time, but changes from year to year, and that average annual
returns represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns may omit or include the effect
of the fund's $5.00 account closeout fee (which was in effect through
September 30, 1991), the .50% redemption fee applicable on shares held less
than 180 days, and/or the $10.00 index account fee. Omitting fees and
charges will cause the fund's total return figures to be higher. Total
returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. The fund may illustrate performance using moving averages.
A long-term moving average is the average of each week's adjusted closing
NAV for a specified period. A short-term moving average is the average of
each day's adjusted closing NAV for a specified period. Moving Average
Activity Indicators combine adjusted closing NAVs from the last business
day of each week with moving averages for a specified period to produce
indicators showing when an NAV has crossed, stayed above, or stayed below
its moving average. On April 30, 1995, the 13-week and 39-week long-term
movin g averages were 36.82 and 34.98 , respectively.
HISTORICAL FUND RESULTS. The following table shows the fund's total returns
for periods ended April 30, 1995. Total return figures do not include the
effect of the fund's .50% redemption fee, applicable to shares held less
than 180 days.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
One Five One Five
Year Years Life of Year Years Life of
Fund* Fund*

17.0 3 % 12. 38 % 11.6 2 % 17.0 3 % 79. 2 5% 76. 23 %

</TABLE>

* From March 6, 1990 (commencement of operations).
Note: If FMR had not reimbursed certain fund expenses during these periods,
the fund's total returns would have been lower.
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the S&P 500 and the cost of living (measured by the Consumer Price
Index, or CPI) over the same period. The CPI information is as of the month
end closest to the initial investment date for each fund. The S&P 500
comparison is provided to show how the fund's total return compared to the
record of a broad average of common stock prices over the same period. The
fund has the ability to invest in securities not included in the index.
Figures for the S&P 500 are based on the prices of unmanaged groups of
stocks and, unlike the fund's returns, do not include the effect of paying
brokerage commissions and other costs of investing.
During the period from March 6, 1990 (commencement of operations) to April
30, 1995, a hypothetical $10,000 investment in Market Index would have
grown to $1 7,623 , assuming all distributions were reinvested. This
was a period of fluctuating stock prices and the figures below should not
be considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
Fidelity Market Index Fund INDICES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Year Ended
Value of Value of Value of Total S&P 500 Cost of
April 30 Initial Reinvested Reinvested Value Living**
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1995 $ 15,328 $ 2,1 65 $ 130 $ 17,6 23 $ 17,812 $ 11,867

1994 $ 13,396 $ 1,5 47 $ 114 $ 15,0 57 $ 15,165 $ 11,516

1993 $ 13,136 $ 1,1 81 $ 34 $ 14,3 51 $ 14,398 $ 11,250

1992 $ 12,376 $ 7 80 $ 32 $ 13, 188 $ 13,179 $ 10,898

1991 $ 11,224 $ 3 75 $ 0 $ 11, 599 $ 11,555 $ 10,563

1990* $ 9,832 $ 0 $ 0 $ 9,832 $ 9,825 $ 10,070

</TABLE>

* From March 6, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on March 6,
1990, the net amount invested in fund shares was $10,000. The cost of the
initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$ 11,865 . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $1,6 11 for
dividends and $100 for capital gains distributions. Tax consequences of
different investments have not been factored into the above figures. The
figures in the table include the effect of the fund's annual $10.00
index account fee but do not include the effect of the fund's $5.00
account closeout fee (which was in effect through September 30, 1991), and
its .50% redemption fee applicable to shares held less than 180 days.
The yield of the S&P 500 for the fiscal year ended April 30, 1995 was
2.56 %, which is calculated by dividing the dollar value of dividends
paid by the S&P 500 stocks during the period by the average value of the
S&P 500 on April 30, 1995. The S&P 500 yield is calculated differently from
the fund's yield; among other things, the fund's yield calculation treats
dividends as accrued in anticipation of payment, rather than recording them
when paid.
The table below shows the record of the S&P for each of the past
ten years ending December 31 . Figures for the S&P 500 show the
change in value of the S&P 500 and assume reinvestment of all dividends
paid by S&P 500 stocks. Tax consequences are not included in the
illustration, nor are brokerage or other fees calculated in the S&P 500
figures. The results shown should not be considered representative of the
income or capital gain or loss which may be generated by the S&P 500 or the
fund in the future.
STANDARD & POOR'S COMPOSITE INDEX OF 500 STOCKS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Index Value Price Changes in Dividend Reinvestment Total Return
Index

1994 459.27 -1.54 % 2.86 % 1.32 %

1993 466.45 7.06 3.02 10.08

1992 435.71 4.46 3.16 7.62

1991 417.09 26.31 4.16 30.47

1990 330.22 -6.56 3.46 -3.10

1989 353.40 27.25 4.44 31.69

1988 277.72 12.40 4.21 16.61

1987 247.08 2.03 3.07 5.10

1986 242.17 14.62 3.94 18.56

1985 211.28 26.33 5.24 31.57

</TABLE>

The fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds. These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. In addition to the mutual fund rankings, the fund's
performance may be compared to stock, bond, and money market mutual fund
performance indices prepared by Lipper or other organizations. When
comparing these indices, it is important to remember the risk and return
characteristics of each type of investment. For example, while stock mutual
funds may offer higher potential returns, they also carry the highest
degree of share price volatility. Likewise, money market funds may offer
greater stability of principal, but generally do not offer the higher
potential returns from stock mutual funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
The fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college or other
goals; charitable giving; and the Fidelity credit card. In addition,
Fidelity may quote or reprint financial or business publications and
periodicals, including model portfolios or allocations, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the desirability
of owning a particular mutual fund, and Fidelity services and products.
Fidelity may also reprint, and use as advertising and sales literature,
articles from Fidelity Focus, a quarterly magazine provided free of charge
to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of April 30, 1995, FMR advised over $ 24 billion in tax-free fund
assets, $ 70 billion in money market fund assets, $ 180 billion
in equity fund assets, $ 43 billion in international fund assets, and
$ 21 billion in Spartan fund assets. The fund may reference the
growth and variety of money market mutual funds and the adviser's
innovation and participation in the industry. The equity funds under
management figure represents the largest amount of equity fund assets under
management by a mutual fund investment adviser in the United States, making
FMR America's leading equity (stock) fund manager. FMR, its subsidiaries,
and affiliates maintain a worldwide information and communications network
for the purpose of researching and managing investments abroad.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1995: New Year's
Day (observed), President's Day (observed), Good Friday, Memorial Day
(observed), Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day. Although FMR expects the same holiday schedule to be observed in the
future, the NYSE may modify its holiday schedule at any time. In
addition, the fund will not process wire purchases and redemptions on days
when the Federal Reserve Wire System is closed.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, the fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of the fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of the fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends. Because
the fund may earn other types of income, such as interest, income from
securities loans, non-qualifying dividends, and short-term capital gains,
the percentage of dividends from the fund that qualifies for the deduction
generally will be less than 100%. The fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of the fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions. Short-term capital gains are
distributed as dividend income. The fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
As of April 30, 1995, the fund hereby designates approximately
$ 217,858 as a capital gain dividend for the purpose of the
dividend-paid deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes 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. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some futures contracts and options are included in this 30%
calculation, which may limit the fund's investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, the fund will
elect to mark-to-market any PFIC shares. Unrealized gains will be
recognized as income for tax purposes and must be distributed to
shareholders as dividends.
The fund is treated as a separate entity from the other funds of Fidelity
Commonwealth Trust for tax purposes.
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. 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.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. Through ownership of voting common stock and the execution of a
shareholders' voting agreement, Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
Investment Company Act of 1940) by virtue of their affiliation with either
the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (64), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (53), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (62), 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
a consultant to Western Mining Corporation (1994). Prior to February 1994,
he was President of Greenhill Petroleum Corporation (petroleum exploration
and production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) and CH2M Hill Companies (engineering). In addition, he served on the
Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), P.O. Box 264, Bridgehampton, NY, Trustee (1992).
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she is a member of the President's
Advisory Council of The University of Vermont School of Business
Administration.
RICHARD J. FLYNN (71), 77 Fiske Hill, Sturbridge, MA, Trustee, is a
financial consultant. Prior to September 1986, Mr. Flynn was Vice Chairman
and a Director of the Norton Company (manufacturer of industrial devices).
He is currently a Trustee of College of the Holy Cross and Old Sturbridge
Village, Inc., and he previously served as D irector of Mechanics
Bank (1971-199 5 ).
E. BRADLEY JONES (67), 3881-2 Lander Road, Chagrin Falls, OH, Trustee
(1990). Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company. He is a Director of TRW Inc.
(original equipment and replacement products), Cleveland-Cliffs Inc.
(mining), Consolidated Rail Corporation, Birmingham Steel Corporation, and
RPM, Inc. (manufacturer of chemical products, 1990) , and he previously
served as a Director of NACCO Industries, Inc. (mining and marketing,
1985-1995) and Hyster-Yale Materials Handling (1985-1995) . In addition,
he serves as a Trustee of First Union Real Estate Investments, a Trustee
and member of the Executive Committee of the Cleveland Clinic Foundation, a
Trustee and member of the Executive Committee of University School
(Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (62), One Harborside, 680 Steamboat Road, Greenwich, CT,
Trustee, is Executive-in-Residence (1995) at Columbia University Graduate
School of Business and a financial consultant. From 1987 to January 1995,
Mr. Kirk was a Professor at Columbia University Graduate School of
Business. Prior to 1987, he was Chairman of the Financial Accounting
Standards Board. Mr. Kirk is a Director of General Re Corporation
(reinsurance), and he previously served as a Director of Valuation
Research Corp. (appraisals and valuations, 1993-199 5 ). In addition,
he serves as Vice Chairman of the Board of Directors of the National Arts
Stabilization Fund, Vice Chairman of the Board of Trustees of the Greenwich
Hospital Association, and as a Member of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice Section
(1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield and Society for the
Preservation of New England Antiquities, and as an Overseer of the Museum
of Fine Arts of Boston (1990).
GERALD C. McDONOUGH (65), 135 Aspenwood Drive, Cleveland, OH, Trustee, is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
EDWARD H. MALONE (70), 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN (62), 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS (66), 21st Floor, 191 Peachtree Street, N.E., Atlanta,
GA, Trustee, is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants, 1992).
WILLIAM J. HAYES (60), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
ROBERT H. MORRISON (55), Manager of Security Transactions of Fidelity's
equity funds, is Vice President of FMR.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
STEPHEN P. JONAS (42), Treasurer (1995), is Treasurer and Vice President of
FMR (1993). Mr. Jonas is also Treasurer of FMR Texas Inc. (1994), Fidelity
Management & Research (U.K.) Inc. (1994), and Fidelity Management &
Research (Far East) Inc. (1994). Prior to becoming Treasurer of FMR, Mr.
Jonas was Senior Vice President, Finance - Fidelity Brokerage Services,
Inc. (1991-1992) and Senior Vice President, Strategic Business Systems -
Fidelity Investments Retail Marketing Company (1989-1991).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994); Chief Financial
Officer of Fidelity Brokerage Services, Inc. (1990-1993); and Vice
President, Assistant Controller, and Director of the Accounting Department
- - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current trustee of the fund for his or her services as trustee
for the fiscal year ended April 30, 1995.
COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustee Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits Upon Compensation
from Benefits Accrued Retirement from from the Fund
the Fund as Part of Fund the Fund Complex*
Expenses from Complex*
the Fund Complex*

J. Gary Burkhead** $ 0 $ 0 $ 0 $ 0

Ralph F. Cox 14 3 5,200 52,000 125,000

Phyllis Burke Davis 13 8 5,200 52,000 122,000

Richard J. Flynn 17 8 0 52,000 154,500

Edward C. Johnson 3d** 0 0 0 0

E. Bradley Jones 14 3 5,200 49,400 123,500

Donald J. Kirk 14 3 5,200 52,000 125,000

Peter S. Lynch** 0 0 0 0

Gerald C. McDonough 14 3 5,200 52,000 125,000

Edward H. Malone 14 5 5,200 44,200 128,000

Marvin L. Mann 14 2 5,200 52,000 125,000

Thomas R. Williams 14 2 5,200 52,000 126,500

</TABLE>

* Informati on is as of December 31, 1994 for 206 funds in the
complex.
** Interested trustees of the fund are compensated by FMR.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the
program.
On April 30, 1995, the Trustees and officers of the fund owned, in the
aggregate, less than 1 % of the fund's total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs 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 and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
FMR is responsible for the payment of all expenses of the fund with certain
exceptions. Specific expenses payable by FMR include, without limitation,
expenses for the typesetting, printing, and mailing proxy materials to
shareholders; legal expenses, and the fees of the custodian, auditor and
non-interested Trustees; costs of typesetting, printing, and mailing
prospectuses and statements of additional information, notices and reports
to shareholders; the fund's proportionate share of insurance premiums and
Investment Company Institute dues. FMR also provides for transfer agent and
dividend disbursing services and portfolio and general accounting record
maintenance through FSC.
FMR pays all other expenses of the fund with the following
exceptions: fees and expenses of all Trustees of the trust who are not
"interested persons" of the trust or FMR (the non-interested Trustees);
interest on borrowings; taxes; brokerage commissions (if any); and such
non-recurring expenses as may arise, including costs of any
litigation to which a fund may be a party, and any obligation it may
have to indemnify the officers and Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated February
15, 1990, which was approved by shareholders on September 19, 1990. The
management fee paid to FMR is reduced by an amount equal to the fees and
expenses of the non-interested Trustees.
For the services of FMR under the contract, the fund pays FMR a monthly
management fee at the annual rate of .45% of the average net assets of the
fund throughout the month. For the fiscal years ended April 30, 1995, 1994,
and 1993, FMR received $ 1,407,623 , $ 1,351,033 , and
$ 1,199,082 , respectively, after reduction of fees and expenses of
the non-interested Trustees.
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary 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 total returns and yield and repayment of
the reimbursement by the fund will lower its total returns and yield.
During fiscal 1993, FMR voluntarily agreed to reimburse certain funds to
the extent that the fund's aggregate operating expenses were in excess of
an annual rate of its average net assets. The table below identifies the
levels of and period for such reimbursement; the amount of management fees
incurred before reimbursement; and the dollar amount reimbursed by FMR for
the period.
From To Expense Limitation

May 1, 1992 May 31, 1992 .35%

Management Fee
Fiscal Year Before Reimbursement Amount of Reimbursement

1993 $ 1,199,082 $ 26,921

To defray shareholder service costs, FMR or its affiliates also collects
the fund's $10.00 index account fee. For the fiscal years ended April 30,
1995, 1994 and 1993, FMR collected $1 2 2,712, $132,100, and $124,707,
respectively, in index account fees.
DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of the
fund (the Plan) pursuant to Rule 12b-1 under the Invest ment Company
Act of 1940 (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 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 also specifically
recognizes that FMR, either directly or through FDC, may use its management
fee revenue, past profits, or other resources, without limitation, to pay
promotional and administrative expenses in connection with the offer and
sale of shares of the fund. In addition, the Plan provides that FMR may use
its resources, including its management fee revenues, to make payments to
third parties that assist in selling shares of the fund, or to third
parties, including banks, that render shareholder support services.
The Trustees have not authorized such payments to date.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
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 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 the fund's shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plan by local entities with whom shareholders have
other relationships.
The Plan was approved by shareholders on September 19, 1990.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law.
The fund may execute portfolio transactions with, and purchase
s ecurities issued by, depository institutions that receive payments
under the Plan. No preference for the instruments of such depository
institutions will be shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
FSC performs transfer agency, dividend disbursing, and shareholder
servicing functions for the fund. The costs of these services are borne by
FMR pursuant to its management contract with the fund. Under this
arrangement, FSC receives annual account fees and asset-based fees for each
retail account and certain institutional accounts based on account size. In
addition, the fees for retail accounts are subject to increase based on
postal rate changes. With respect to certain institutional retirement
accounts, FSC receives asset-based fees only. FSC also collects small
account fees from certain accounts with balances of less than $2,500. FSC
also calculates the fund's net asset value per share and dividends,
maintains the fund's general accounting records, and administers the fund's
securities lending program. Under this arrangement, FSC receives a fee
based on the fund's average net assets. The costs of these services are
also borne by FMR pursuant to its management contract with the fund.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, 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 net
asset value. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Market Index Fund is a fund of Fidelity
Commonwealth Trust, an open-end management investment company organized as
a Massachusetts business trust on November 8, 1974. On September 1, 1987,
the trust's name was changed from Fidelity Intermediate Bond Fund to
Fidelity Commonwealth Trust. Currently, there are four funds of the
trust: Fidelity Intermediate Bond Fund, Fidelity Market Index Fund,
Fidelity Small Cap Stock Fund , and Fidelity Large Cap Stock Fund .
The Declaration of Trust permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
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 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 include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. 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.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value you own. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
trust or a fund may, as set forth in the Declaration of Trust, call
meetings of the trust or a fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of the entire
trust, the purpose of voting on removal of one or more Trustees. The trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and its funds will continue indefinitely. Each fund may invest
all of its assets in another investment company.
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of the fund. The custodian is
responsible for the s afekeeping of a fund's asset s and the
appointment of subcustodian banks and clearing agencies. The custodian
takes no part in determining the investment policies of the fund or in
deciding which securities are purchased or sold by a fund. However, a fund
may invest in obligations of the custodian and may purchase securities from
or sell securities to the custodian. Morgan Guaranty Trust Company of
New York, The Bank of New York, and Chemical Bank, each headquartered in
New York, also may serve as a special purpose custodian of certain assets
in connection with pooled repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the trust's
Bo ard of Trustees may, from time to time, conduct transactions with
various banks, including banks serving as custodian for certain funds
advised by FMR. The Boston branch of the fund's custodian leases its office
space from an affiliate of FMR at a lease payment which, when entered into,
was consistent with prevailing market rates. 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.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, serves as the trust's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended April 30, 1995 are included in the fund's Annual Report, which
is a separate report supplied with this Statement of Additional
Information. The fund's financial statements and financial highlights are
incorporated herein by reference.
APPENDIX: ABOUT THE S&P COMPOSITE INDEX OF 500 STOCKS
The S&P Composite Index of 500 Stocks (S&P 500) is a well-known stock
market index that includes common stocks of companies representing a
significant portion of the market value of all common stocks publicly
traded in the United States. FMR believes that the performance of the S&P
500 is representative of the performance of publicly traded common stocks
in general. The composition of the S&P 500 is determined by Standard &
Poor's and is based on such factors as the market capitalization and
trading activity of each stock and its adequacy as representative of stocks
in a particular industry group; Standard & Poor's may change the
composition of the Index from time to time. Stocks in the S&P 500 Index are
weighted according to their market capitalization (i.e., the number of
shares outstanding multiplied by the stock's current price), with the 59
largest stocks currently composing 50% of the S&P 500's value.
Although Standard & Poor's obtains information for inclusion in or for use
in the calculation of the S&P 500 from sources which considers reliable,
Standard & Poor's does not guarantee the accuracy or the completeness of
the S&P 500 or any data included therein. Standard & Poor's makes no
warranty, express or implied, as to results to be obtained by the licensee,
owners of the fund, or any other person or entity from the use of the S&P
500 or any data included therein in connection with the rights licensed
hereunder or for any other use. Standard & Poor's makes no express or
implied warranties, and hereby expressly disclaims all warranties of
merchantability or fitness for a particular purpose with respect to the S&P
500 any data included therein.

The following is a list of the 500 stocks comprising the S&P 500 as of
April 30, 199 5 .
Abbott Labs
Advanced Micro Devices
Aetna Life & Casualty
Ahmanson (H.F.) & Co.
Air Products & Chemicals
AirTouch Communications
Alberto-Culver
Albertson's
Alcan Aluminum Ltd.
Alco Standard
Alexander & Alexander
Allergan, Inc.
AlliedSignal
Aluminum Co. of America
ALZA Corp. CI.A
Amdahl Corp.
Amerada Hess
American Brands Inc.
American Electric Power
American Express
American General
American Greetings CI A
American Home Products
American Int'l. Group
American Stores
Ameritech
Amgen
Amoco
AMP Inc.
AMR Corp.
Andrew Corp.
Anheuser-Busch
Apple Computer
Applied Materials
Archer-Daniels-Midland
Armco Inc.
Armstrong World
ASARCO Inc.
Ashland Inc.
AT & T Corp.
Atlantic Richfield
Autodesk, Inc.
AutomaticDataProcessing Inc.
Avery Dennison Corp.
Avon Products
Baker Hughes
Ball Corp.
Bally Entertainment Corp.
Baltimore Gas & Electric
Banc One Corp.
Bank of Boston
Bank of New York
BankAmerica Corp.
Bankers Trust N.Y.
Bard (C.R.) Inc.
Barnett Banks Inc.
Barrick Gold Corp.
Bassett Furniture
Bausch & Lomb
Baxter International Inc.
Becton, Dickinson
Bell Atlantic
BellSouth
Bemis Company
Beneficial Corp.
Bethlehem Steel
Beverly Enterprises
Biomet, Inc.
Black & Decker Corp.
Block H&R
Boatmen's Bancshares
Boeing Company
Boise Cascade
Boston Scientific
Briggs & Stratton
Bristol-Myers Squibb
Brown Group
Browning-Ferris Ind.
Brown-Forman Corp.
Bruno's Inc.
Brunswick Corp.
Burlington Northern
Burlington Resources
Campbell Soup
Capital Cities/ABC
Carolina Power & Light
Caterpillar Inc.
CBS Inc.
Centex Corp.
Central & South West
Ceridian Corp.
Champion International
Charming Shoppes
Chase Manhattan
Chemical Banking Corp.
Chevron Corp.
Chrysler Corp.
Chubb Corp.
CIGNA Corp.
Cincinnati Milacron
CINengy Corp.
Circuity City Stores
CISCO Systems
Citicorp
Clark Equipment
Clorox Co.
Coastal Corp.
Coca Cola Co.
Colgate-Palmolive
Columbia Gas System
Columbia/HCA-Healthcare Corp.
Comcast Class A Special
Commonwealth Edison
Community Psych Centers
COMPAQ Computer
Computer Associates Intl.
Computer Sciences Corp.
ConAgra Inc.
Consolidated Edison
Consolidated Freightways
Consolidated Natural Gas
Conrail, Inc.
Continental Corp.
Cooper Industries
Cooper Tire & Rubber
Coors (Adolph)
CoreStates Financial
Corning Inc.
CPC International
Crane Company
Cray Research
Crown Cork & Seal
CSX Corp.
Cummins Engine Co., Inc.
Cyprus Amax Minerals Co.
Dana Corp.
Data General
Dayton Hudson
Dean Witter, Discover & Co.
Deere & Co.
Delta Air Lines
Deluxe Corp.
Detroit Edison
Dial Corp.
Digital Equipment
Dillard Department Stores
Dominion Resources
Donnelley (R.R.) & Sons
Dover Corp.
Dow Chemical
Dow Jones & Co.
Dresser Industries
DSC Communications
Du Pont (E.I.)
Duke Power
Dun & Bradstreet
E G & G Inc.
E-Systems
Eastern Enterprises
Eastman Chemical
Eastman Kodak
Eaton Corp.
Echlin Inc.
Echo Bay Mines Ltd.
Ecolab Inc.
Emerson Electric
Engelhard Corp.
Enron Corp.
ENSERCH Corp.
Entergy Corp.
Exxon Corp.
Federal Express
Federal Home Loan Mtg.
Federal Natl. Mtge.
Federal Paper Board
First Chicago Corp.
First Data
First Fidelity Bancorp
First Interstate Bancorp
First Mississippi Corp.
First Union Corp.
Fleet Financial Group
Fleetwood Enterprises
Fleming Cos. Inc.
Fluor Corp.
FMC Corp.
Ford Motor
Foster Wheeler
FPL Group
Gannett Co.
Gap (The)
General Dynamics
General Electric
General Mills
General Motors
General Public Utilities
General Re Corp.
General Signal
Genuine Parts
Georgia-Pacific
Giant Food CI. A
Giddings & Lewis
Gillette Co.
Golden West Financial
Goodrich (B.F.)
Goodyear Tire & Rubber
Grace (W.R.) & Co.
Grainger (W.W.) Inc.
Great A & P
Great Lakes Chemical
Great Western Financial
GTE Corp.
Halliburton Co.
Handleman Co.
Harcourt General Inc.
Harland (J.H.)
Harnischfeger Indus.
Harris Corp.
Hartmarx Corp.
Hasbro Inc.
Heinz (H.J.)
Helmerich & Payne
Hercules, Inc.
Hershey Foods
Hewlett-Packard
Hilton Hotels
Home Depot
Homestake Mining
Honeywell
Household International
Houston Industries
Illinois Tool Works
Inco, Ltd.
Ingersoll-Rand
Inland Steel Ind. Inc.
Intel Corp.
Intergraph Corp.
International Bus. Machines
International Flav/Frag
International Paper
ITT Corp.
James River
Jefferson-Pilot
Johnson & Johnson
Johnson Controls
Jostens Inc.
K Mart
Kaufman & Broad Home Corp.
Kellogg Co.
Kerr-McGee
KeyCorp
Kimberly-Clark
King World Productions
Knight-Ridder Inc.
Kroger Co.
Leidlow Inc,
Lilly (Eli) & Co.
Limited, The
Lincoln National
Liz Claiborne, Inc.
Lockheed Corp.
Longs Drug Stores
Loral Corp.
Lotus Development
Louisiana Land & Exploration
Louisiana Pacific
Lowe's Cos.
Luby's Cafeterias
M/A-Com, Inc.
Maillinckrodt Group Inc.
Manor Care
Marriott Int'l
Marsh & McLennan
Masco Corp.
Mattel, Inc.
May Dept. Stores
Maytag Corp.
MBNA Corp.
McCawCellular Comm.
McDermott International
McDonald's Corp.
McDonnell Douglas
McGraw-Hill
MCI Communications
Mead Corp.
Medtronic Inc.
Mellon Bank Corp.
Melville Corp.
Mercantile Stores
Merck & Co.
Meredith Corp.
Merrill Lynch
Minn. Mining & Mfg.
Mobil Corp.
Monsanto Company
Moore Corp. Ltd.
Morgan (J.P.) & Co.
Morrison Knudsen
Morton International
Motorola Inc.
NACCO Ind. CI. A
Nalco Chemical
National City Corp.
National Medical Enterprise
National Semiconductor
National Service Ind.
NationsBank
Navistar International Corp.
NBD Bancorp Inc.
New York Times CI. A
Newell Co.
Newmont Mining
Niagara Mohawk Power
NICOR Inc.
NIKE Inc.
NorAm Energy Corp.
Nordstrom
Norfolk Southern Corp.
Northern States Power
Northern Telecom
Northrop Grumman Corp.
Norwest Corp.
Novell Inc.
Nucor Corp.
NYNEX
Occidental Petroleum
Ogden Corp.
Ohio Edison
ONEOK Inc.
Oracle Systems
Oryx Energy
Oshkosh B'Gosh
Outboard Marine
Owens-Corning Fiberglas
PACCAR Inc.
Pacific Enterprises
Pacific Gas & Electric
Pacific Telesis
PacifiCorp
Pall Corp.
Panhandle Eastern
Parker-Hannifin
PECO Energy Co.
Penney (J.C.)
Pennzoil Co.
Peoples Energy
Pep Boys
PepsiCo Inc.
Perkin-Elmer
Pfizer, Inc.
Phelps Dodge
Philip Morris
Phillips Petroleum
Pioneer Hi-Bred Int'l
Pitney-Bowes
Pittston Services Group
Placer Dome Inc.
PNC Bank Corp.
Polaroid Corp.
Potlatch Corp.
PPG Industries
Praxair, Inc.
Premark International
Price/Costco Inc.
Procter & Gamble
Promus Inc.
Providian Corp.
Public Serv. Enterprise Inc.
Pulte Corp.
Quaker Oats
Ralston-Ralston Purina Gp
Raychem Corp.
Raytheon Co.
Reebok International
Reynolds Metals
Rite Aid
Roadway Service
Rockwell International
Rohm & Haas
Rollins Environmental
Rowan Cos.
Royal Dutch Petroleum
Rubbermaid Inc.
Russell Corp.
Ryan's Family Steak Hse
Ryder System
SAFECO Corp.
Safety-Kleen
Salomon Inc.
Santa Fe Energy Resources
Santa Fe Pacific Corp.
Santa Fe Pacific Gold Corp.
Sara Lee Corp.
SCE Corp.
Schering-Plough
Schlumberger Ltd.
Scientific-Atlanta
Scott Paper
Seagram Co. Ltd.
Sears, Roebuck & Co.
Service Corp. International
Shared Medical Systems
Shawmut National
Sherwin-Williams
Shoney's Inc.
Sigma-Aldrich
Silicon Graphics
Skyline Corp
Snap-On Inc.
Sonat Inc.
Southern Co.
Southwestern Airlines
Springs Industries Inc.
Sprint Corp.
SPX Corp.
St. Jude Medical
St. Paul Cos.
Stanley Works
Stone Container
Stride Rite
Sun Co., Inc.
Sun Microsystems
SunTrust Banks
Supervalu Inc.
Sysco Corp.
Tandem Computers Inc.
Tandy Corp.
Tektronix Inc.
Tele-Communications
Teledyne Inc.
Temple-Inland
Tenneco Inc.
Texaco Inc.
Texas Instruments
Texas Utilities
Textron Inc.
Thomas & Betts
Time Warner Inc.
Times Mirror
Timken Co.
TJX Companies Inc.
Torchmark Corp.
Toys R Us
Transamerica Corp.
Travelers Inc.
Tribune Co.
Trinova Corp.
TRW Inc.
Tyco International
UnicomCorp.
U.S. Bancorp
U.S. Healthcare Inc.
U.S. Surgical
Unilever N.V.
Union Camp
Union Carbide
Union Electric Co.
Union Pacific
Unisys Corp.
United Technologies
United Healthcare Corp.
Unocal Corp.
UNUM Corp.
Upjohn Co.
US West Inc.
USAir Group
USF&G Corp.
USLIFE Corp.
UST Inc.
USX-Marathon Group
USX-U.S. Steel Group
V.F. Corp.
Varity Corp.
Wachovia Corp.
Wal-Mart Stores
Walgreen Co.
Walt Disney Co.
Warner-Lambert
WMX Technologies
Wells Fargo & Co.
Wendy's International
Western Atlas
Westinghouse Electric
Westvaco Corp.
Weyerhaeuser Corp.
Whirlpool Corp.
Whitman Corp.
Williams Cos.
Winn-Dixie
Woolworth Corp.
Worthington Ind.
Wrigley (Wm) Jr.
Xerox Corp.
Yellow Corp.
Zenith Electronics
Zurn Industries

FIDELITY COMMONWEALTH TRUST:
FIDELITY SMALL CAP STOCK FUND
FIDELITY LARGE CAP STOCK FUND

FIDELITY DEVONSHIRE TRUST:
FIDELITY MID-CAP STOCK FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C>
1................................... Cover Page
...

2a.................................. Expenses
..

b, Contents; The Funds at a Glance; Who May Want to
c............................... Invest

3a.................................. Financial Highlights
..

b................................. *

c, d............................. Performance

4a i.............................. Charter

The Funds at a Glance; Investment Principles and
ii............................... Risks

Investment Principles and Risks
b...................................

Who May Want to Invest; Investment Principles and
c................................... Risks

5a.................................. Charter
..

b Cover Page; The Funds at a Glance; Charter; Doing
i.............................. Business with Fidelity

Charter
ii..............................

Expenses; Breakdown of Expenses
iii.............................

c................................ Charter

Charter; Breakdown of Expenses
d...................................
.

Cover Page; Charter
e....................................

Expenses
f....................................

g i.............................. Charter

*
ii...............................

5A................................. Performance
.

6a Charter
i.................................

How to Buy Shares; How to Sell Shares; Transaction
ii................................ Details; Exchange Restrictions

Charter
iii................................

*
b..................................

Transaction Details; Exchange Restrictions
c..................................

*
d..................................

Doing Business with Fidelity; How to Buy Shares;
e.................................. How to Sell Shares; Investor Services

f, Dividends, Capital Gains, and Taxes
g..............................

7 Cover Page; Charter
a..................................

Expenses; How to Buy Shares; Transaction Details
b.................................

Sales Charge Reductions and Waivers
c..................................

How to Buy Shares
d..................................

*
e..................................

f................................ *

8................................... How to Sell Shares; Investor Services; Transaction
... Details; Exchange Restrictions

9................................... *
...

</TABLE>

* Not Applicable
FIDELITY COMMONWEALTH TRUST:
FIDELITY SMALL CAP STOCK FUND
FIDELITY LARGE CAP STOCK FUND

FIDELITY DEVONSHIRE TRUST:
FIDELITY MID-CAP STOCK FUND
CROSS REFERENCE SHEET (CONTINUED)
FORM N-1A
ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

<TABLE>
<CAPTION>
<S> <C>
10, Cover Page
11.............................

12.................................. Description of the Trusts
..

13a - Investment Policies and Limitations
c............................

Portfolio Transactions
d..................................

14a - Trustees and Officers
c............................

15a, b.......................... *

15 c.......................... Trustees and Officers

16a FMR, Portfolio Transactions
i................................

Trustees and Officers
ii..............................

Management Contracts
iii..............................

Management Contracts
b.................................

c, Contracts with FMR Affiliates
d.............................

e - *
g...........................

Description of the Trusts
h.................................

Contracts with FMR Affiliates
i.................................

17a ............................ Portfolio Transactions

b.............................. Portfolio Transactions

c.............................. Portfolio Transactions

*
d,e..............................

18a................................ Description of the Trusts
..

*
b.................................

19a................................ Additional Purchase and Redemption Information
..

Additional Purchase and Redemption Information;
b................................ Valuation of Portfolio Securities

*
c.................................

20.................................. Distributions and Taxes
..

21a, Contracts with FMR Affiliates
b............................

*
c.................................

22.................................. Performance
..

23.................................. Financial Statements
..

</TABLE>

* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
the funds' most recent financial reports and portfolio listing, or a copy
of the Statement of Additional Information (SAI) dated June 22, 1995. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference (legally forms a part of the prospectus).
For a free copy of either document, call Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.

FIDELITY
SMALL CAP
STOCK
FUND

FIDELITY
MID-CAP
STOCK
FUND

FIDELITY
LARGE CAP
STOCK
FUND
These funds are growth funds. They seek to increase the value of your
investment over the long term. Using a computer-aided quantitative
approach, SMALL CAP STOCK invests mainly in equity securities of companies
with small market capitalizations. MID-CAP STOCK invests mainly in equity
securities of companies with medium market capitalizations. LARGE CAP
STOCK invests mainly in equity securities of companies with large market
capitalizations.
PROSPECTUS
JUNE 22, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

KEY FACTS THE FUNDS AT A GLANCE

WHO MAY WANT TO INVEST

THE FUNDS IN DETAIL CHARTER How each fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
Each fund's overall approach to
investing.

BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

YOUR ACCOUNT DOING BUSINESS WITH FIDELITY

TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

HOW TO BUY SHARES Opening an
account and making additional
investments.

HOW TO SELL SHARES Taking money
out and closing your account.

INVESTOR SERVICES Services to
help you manage your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS, AND
ACCOUNT POLICIES TAXES

TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.

EXCHANGE RESTRICTIONS

SALES CHARGE REDUCTIONS AND
WAIVERS

KEY FACTS

THE FUNDS AT A GLANCE
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. Foreign affiliates of FMR may help
choose investments for the funds.
SMALL CAP STOCK
GOAL: Capital appreciation (increase in the value of the fund's shares). As
with any mutual fund, there is no assurance that the fund will achieve its
goal.
STRATEGY: Invests mainly in equity securities of companies with small
market capitalizations that the manager determines, through both
fundamental and technical analysis, to be undervalued compared to others in
their industries.
SIZE: As of April 30, 1995, the fund had over $ 562 million in
assets.
MID-CAP STOCK
GOAL: Long-term growth of capital (increase in the value of the fund's
shares). As with any mutual fund, there is no assurance that the fund will
achieve its goal.
STRATEGY: Invests mainly in equity securities of companies with medium
market capitalizations.
SIZE: As of April 30, 1995, the fund had over $ 459 million in
assets.
LARGE CAP STOCK
GOAL: Long-term growth of capital (increase in the value of the fund's
shares). As with any mutual fund, there is no assurance that the fund will
achieve its goal.
STRATEGY: Invests mainly in equity securities of companies with large
market capitalizations.
WHO MAY WANT TO INVEST
These funds may be appropriate for investors who are willing to ride out
stock market fluctuations in pursuit of potentially high long-term returns.
The funds are designed for those who want to focus on small, medium, or
large capitalization stocks in search of above average returns. A
company's market capitalization is the total market value of its
outstanding common stock. Small Cap Stock uses a disciplined investment
approach that combines computer-aided, quantitative analysis with
fundamental research.
The value of the funds ' investments will vary from day to day, and
generally reflect market conditions, interest rates, and other company,
political, or economic news. In the short-term, stock prices can fluctuate
dramatically in response to these factors. The securities of small, less
well-known companies may be more volatile than those of larger companies.
Over time, however, stocks have shown greater growth potential than other
types of securities. When you sell your shares, they may be worth more or
less than what you paid for them. By themselves, the funds do not
constitute a balanced investment plan.

THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk. The
funds in this prospectus are
in the GROWTH category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(solid bullet) INCOME Seeks income by
investing in bonds.
(solid bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(right arrow) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell or
hold shares of a fund. See pages and - for an explanation of how
and when these charges apply. Lower sales charges may be available for
accounts over $250,000.
Maximum sales charge on purchases
(as a % of offering price)
for Small Cap Stock 3.00%
for Mid-Cap Stock None
for Large Cap Stock None
Maximum sales charge on reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
Annual account maintenance fee
(for accounts under $2,500) $12.00
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee that varies based on its performance. It also
incurs other expenses for services such as maintaining shareholder records
and furnishing shareholder statements and financial reports. A fund's
expenses are factored into its share price or dividends and are not charged
directly to shareholder accounts (see page ).
The following are projections based on estimated expenses, and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that Small Cap Stock and Mid-Cap Stock paid was used
to reduce each fund's expenses. Without this reduction, the total fund
operating expenses would have been .97% for Small Cap Stock and 1.27% for
Mid-Cap Stock.
SMALL CAP STOCK
Management fee .56%

12b-1 fee None

Other expenses .34%

Total fund operating expenses .90%

MID-CAP STOCK
Management fee .66%

12b-1 fee None

Other expenses .56%

Total fund operating expenses 1.22
%

LARGE CAP STOCK
Management fee .62%

12b-1 fee None

Other expenses .74%

Total fund operating expenses 1.36
%

EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
SMALL CAP STOCK
After 1 year $ 39

After 3 years $ 58

After 5 years $ 78

After 10 years $ 13
7

MID-CAP STOCK
After 1 year $ 1 2

After 3 years $ 39

After 5 years $ 67

After 10 years $ 14
8

LARGE CAP STOCK
After 1 year $ 14

After 3 years $ 4 3

After 5 years $ 7 4

After 10 years $ 16
4

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
FINANCIAL HIGHLIGHTS
The tables that follow are included in Small Cap Stock's and Mid-Cap
Stock's Annual Reports and have been audited by Coopers &
Lybrand L.L.P., independent accountants. Their reports on the financial
statements and financial highlights are included in each fund's Annual
Report. The financial statements and financial highlights are incorporated
by reference into (are legally a part of) the funds' Statement of
Additional Information. Large Cap Stock is not included because it is a
new fund.
SMALL CAP STOCK

<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios

Years Ended April 30 1994C 1995

Net asset value, beginning of period $ 10.00 $ 10.61

Income from Investment Operations

Net investment income .02 .05

Net realized and unrealized gain (loss) on investments .65 .28

Total from investment operations .67 .33

Less Distributions

From net investment income -- (.01)

In excess of net investment income (.02) --

In excess of net realized gain (.04) --

Total distributions (.06) (.01)

Net asset value, end of period $ 10.61 $ 10.93

Total return B 6.70% 3.12%

Net assets, end of period (000 omitted) $ 661,804 $ 562,736

Ratio of expenses to average net assets 1.18%A .90%

Ratio of expenses to average net assets before expense 1.20%A .97%
reductions

Ratio of net investment income to average net assets .03%A .40%

Portfolio turnover rate 210%A 182%

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD
HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN.
C FROM JUNE 28, 1993 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1994.
MID-CAP STOCK

<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios

Periods ended April 30 1995C 1995D

Net asset value, beginning of period $ 10.00 $ 10.78

Income from Investment Operations

Net investment income .00 .02

Net realized and unrealized gain (loss) on investments .92 1.23

Total from investment operations .92 1.25

Less Distributions

From net realized gain (.14) (.02)

Net asset value, end of period $ 10.78 $ 12.01

Total returnB 9.27% 11.61%

Net assets, end of period (000 omitted) $ 138,167 $ 459,019

Ratio of expenses to average net assets 1.61%A 1.22%A

Ratio of expenses to average net assets before expense 1.63%A 1.27%A
reductions

Ratio of net investment income to average net assets (.03)%A .95%A

Portfolio turnover rate 190%A 163%A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FROM MARCH 29, 1994 (COMMENCEMENT OF OPERATIONS) TO JANUARY 31, 1995.
D FROM FEBRUARY 1, 1995 TO APRIL 30, 1995.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
Each fund's fiscal year runs from May 1 through April 30. The tables at
right show Small Cap Stock's and Mid-Cap Stock's performance
over past fiscal periods compared to two measures: investing in a
broad selection of stocks (Russell 2000 Index for Small Cap Stock; S&P
MidCap 400 for Mid-Cap Stock) and not investing at all (inflation, or CPI).
Because Large Cap Stock was new when this prospectus was printed, its
performance is not included. To help you compare Small Cap Stock to
other funds, the chart on page 11 displays calendar-year
performance.

UNDERSTANDING
PERFORMANCE
Because the funds invest in
stocks, their performance is
related to that of the overall
stock market. Historically,
stock market performance
has been characterized by
volatility in the short run and
growth in the long run.
(checkmark)
SMALL CAP STOCK
Fiscal periods ended
Past 1
Life of

April 30, 1995 Year FundA

Average annual
3.12% 5.33%
total return

Average annual
0.02% 3.60%
total return

(load adj. B)

Cumulative
3.12% 10.03%
total return

Cumulative total return
0.02% 6.73%
(load adj.B)

Russell 2000 Index
7.21% 9.95%
(average annual)

Russell 2000 Index
7.21% 19.08%
(cumulative)

Consumer Price Index
3.05% 2.80%
(average annual)

Consumer Price Index
3.05% 5.19%
(cumulative)

A FROM JUNE 28, 1993 (COMMENCEMENT OF OPERATIONS)
B LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING THE FUND'S 3% SALES
CHARGE.
MID-CAP STOCK
Fiscal periods ended
Past 1
Life of

April 30, 1995 Year FundC

Average annual
23.94% 19.97%
total return

Cumulative
23.94% 21.96%
total return

S&P MidCap 400
9.79% 5.96%
(average annual)

S&P MidCap 400
9.79% 6.52%
(cumulative)

Consumer Price Index
3.05% 2.94%
(average annual)

Consumer Price Index
3.05% 3.19%
(cumulative)

C FROM MARCH 29, 1994 (COMMENCEMENT OF OPERATIONS)
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results. Average annual total returns covering
periods of less than one year assume that performance will remain constant
for the rest of the year.
SMALL CAP STOCK
Calendar year total returns
1994
Small Cap Stock -3.32
%
Competitive funds average
- -0.72%
MID-CAP STOCK AND LARGE CAP STOCK ARE NOT INCLUDED IN THE CHART
BECAUSE THEY HAVE NOT COMPLETED ONE FULL CALENDAR YEAR OF OPERATIONS.
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
Row: 3, Col: 1, Value: nil
Row: 3, Col: 2, Value: nil
Row: 4, Col: 1, Value: nil
Row: 4, Col: 2, Value: nil
Row: 5, Col: 1, Value: nil
Row: 5, Col: 2, Value: nil
Row: 6, Col: 1, Value: nil
Row: 6, Col: 2, Value: nil
Row: 7, Col: 1, Value: nil
Row: 7, Col: 2, Value: nil
Row: 8, Col: 1, Value: nil
Row: 8, Col: 2, Value: nil
Row: 9, Col: 1, Value: nil
Row: 9, Col: 2, Value: nil
Row: 10, Col: 1, Value: -3.32
Row: 10, Col: 2, Value: -0.7200000000000001
(large solid box) Small Cap
Stock
(large hollow box) Competitive

funds
average
RUSSELL 2000 INDEX(registered trademark) is a broad index of small
capitalization stocks. The Russell 2000 figures assume reinvestment of all
dividends paid by stocks included in the index. They do not, however,
include any allowance for the brokerage commissions or other fees you would
pay if you actually invested in those stocks.
S&P MIDCAP 400(registered trademark) is the Standard & Poor's MidCap 400
Index, a widely recognized, unmanaged index of mid-cap common stock prices.
The S&P MidCap 400 figures assume reinvestment of all dividends paid by
stocks included in the index. They do not, however, include any allowance
for the brokerage commissions or other fees you would pay if you actually
invested in those stocks.
S&P 500(registered trademark) is the Standard & Poor's Composite Index
of 500 Stocks, a widely recognized, unmanaged index of common stock prices.
The S&P 500 figures assume reinvestment of all dividends paid by stocks
included in the index. They do not, however, include any allowance for the
brokerage commissions or other fees you would pay if you actually invested
in those stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGES, which assume reinvestment of distributions,
are published by Lipper Analytical Services, Inc. Small Cap Stock com-pares
its performance to the Small Company Growth Funds Average, and Mid-Cap
Stock compares to the Mid-Cap Funds Average. These averages currently
reflect the performance of over 230 and 75 mutual funds with similar
objectives, respectively.
Other illustrations of fund performance may show moving averages over
specified periods.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF
FUTURE PERFORMANCE .
THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. In technical terms, Small Cap
Stock and Large Cap Stock ar e currently diversified funds of
Fidelity Commonwealth Trust, and Mid-Cap Stock is currently a
diversified fund of Fidelity Devonshire Trust. Both trusts are open-end
management investment companies. Fidelity Commonwealth Trust was
organized as a Massachusetts business trust on November 8, 1974. Fidelity
Devonshire Trust was organized as a Massachusetts business trust on March
4, 1985. There is a remote possibility that one fund might become liable
for a misstatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. The number of votes you are
entitled to is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The funds are managed by FMR, which chooses their investments and handles
their business affairs. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, and Fidelity Management & Research (Far East)
Inc. (FMR Far East), in Tokyo, Japan, assist FMR with foreign investments.
Bradford Lewis is manager and vice president of Small Cap Stock, which he
has managed since June 1993. Mr. Lewis also manages Disciplined Equity and
Stock Selector as well as portfolios for Fidelity Investments Canada.
Previously, he managed Select Air Transportation, Select Defense and
Aerospace, and Select Medical Delivery. Mr. Lewis joined Fidelity in 1985.
Jennifer Uhrig manages Mid-Cap Stock, which she has managed since March
1994. Previously, Ms. Uhrig managed Select Retail, Select Developing
Communication, and Select Telecommunications. Ms. Uhrig joined Fidelity in
1987.
John McDowell manages Large Cap Stock, which he has managed since June
1995. He also has been a senior vice president for Fidelity Management
Trust Company and lead portfolio manager for Fidelity Earnings Growth
discipline accounts since 1990. Mr. McDowell joined Fidelity in 1985.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the funds.
FMR Corp. is the parent company of FMR, FMR Far East, and FMR U.K. Through
ownership of voting common stock, members of the Edward C. Johnson 3d
family form a controlling group with respect to FMR Corp. Changes may occur
in the Johnson family group, through death or disability, which would
result in changes in each individual family member's holding of stock. Such
changes could result in one or more family members becoming holders of over
25% of the stock. FMR Corp. has received an opinion of counsel that changes
in the composition of the Johnson family group under these circumstances
would not result in the termination of the funds' management or
distribution contracts and, accordingly, would not require a shareholder
vote to continue operation under those contracts.
FMR may use its broker-dealer affiliates and other firms that sell fund
shares to carry out a fund's transactions, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
SMALL CAP STOCK SEEKS CAPITAL APPRECIATION by investing primarily in equity
securities of companies that have small market capitalizations. FMR
normally invests at least 65% of the fund's total assets in these
securities. The fund has the flexibility, however, to invest the balance in
other market capitalizations and security types.
Small market capitalization companies are those with market
capitalizations of $750 million or less at the time of the fund's
investment. Companies whose capitalization falls outside this range after
purchase continue to be considered small-capitalized for purposes of the
65% policy.
In selecting the fund's investments, FMR uses a disciplined approach
which involves computer-aided, quantitative analysis supported by
fundamental research. FMR's computer model systematically reviews thousands
of stocks, using historical earnings, dividend yield, earnings per share,
and many other factors. Then, potential investments are analyzed further
using fundamental criteria, such as a company's growth potential and
estimates of current earnings.
Investing in small capitalization stocks may involve greater risk than
investing in medium and large capitalization stocks, since they can
be subject to more abrupt or erratic movements. Small capitalization
companies may have more limited product lines, markets, or financial
resources.
MID-CAP STOCK SEEKS LONG-TERM GROWTH OF CAPITAL by investing primarily in
equity securities of companies with medium market capitalizations. FMR
normally invests at least 65% of the fund's total assets in these
securities. The fund has the flexibility, however, to invest the balance in
other market capitalizations and security types.
Medium market capitalization companies are those whose market
capitalization falls within the capitalization range of the S&P MidCap 400
at the time of the fund's investment. Companies whose capitalization falls
outside this range after purchase continue to be considered
medium-capitalized for purposes of the 65% policy. As of April 30, 1995,
the S&P MidCap 400 included companies with capitalizations of between
$109 million and $5 billion.
Investing in medium capitalization stocks may involve greater risk than
investing in large capitalization stocks, since they can be subject to more
abrupt or erratic movements. However, they tend to involve less risk than
stocks of small capitalization companies.
LARGE CAP STOCK SEEKS LONG-TERM GROWTH OF CAPITAL by investing primarily
in equity securities of companies with large market capitalizations. FMR
normally invests at least 65% of the fund's total assets in these
securities. The fund has the flexibility, however, to invest the balance in
other market capitalizations and security types.
FMR defines large market capitalization companies as those with market
capitalizations of $1 billion or more at the time of the fund's investment.
Companies whose capitalization falls below this level after purchase
continue to be considered large-capitalized for purposes of the 65% policy.
Companies with large market capitalizations typically have a large number
of publicly held shares and a high trading volume, resulting in a high
degree of liquidity. These tend to be quality companies with strong
management organizations. However, large capitalization companies may have
less growth potential than smaller companies and may be able to react less
quickly to changes in the marketplace.
The value of the funds' domestic and foreign investments varies in
response to many factors. Stock values fluctuate in response to the
activities of individual companies, and general market and economic
conditions. Investments in foreign securities may involve risks in addition
to those of U.S. investments, including increased political and economic
risk, as well as exposure to currency fluctuations.
FMR may use various investment techniques to hedge a portion of the
funds' risks, but there is no guarantee that these strategies will work
as FMR intends. Also, as mutual funds, each fund seeks to spread
investment risk by diversifying its holdings among many companies
and industries. Of course, when you sell your shares of a fund, they may be
worth more or less than what you paid for them.
FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, and strategies FMR may employ in
pursuit of a fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of each fund's policies
and limitations and more detailed information about the funds' investments
is contained in the funds' SAI. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
funds achieve their goals. Current holdings and recent investment
strategies are described in the funds' financial reports which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, a fund may not own more
than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
Investment-grade debt securities are medium- and high-quality securities.
Some, however, may possess speculative characteristics and may be more
sensitive to economic changes and to changes in the financial condition of
issuers.
Lower-quality debt securities (sometimes called "junk bonds") are
considered to have speculative characteristics and involve greater risk
of default or price changes due to changes in the issuer's
creditworthiness, or they may already be in default. The market prices of
these securities may fluctuate more than higher-quality securities and may
decline significantly in periods of general economic difficulty.
The table below provides a summary of ratings assigned to debt
holdings (not including money market instruments) in Mid-Cap Stock's
portfolio. Because Large Cap Stock has not been in operation for a full
fiscal year, its debt holdings table is not included. These figures are
dollar-weighted averages of month-end portfolio holdings during the fiscal
period ended April 30, 1995, and are presented as a percentage of total
security investments. These percentages are historical and do not
necessarily indicate the fund's current or future debt holdings.
MID-CAP STOCK
FISCAL 1995 DEBT HOLDINGS, BY RATING
MOODY'S STANDARD & POOR'S
INVESTORS SERVICE, INC. CORPORATION
Rating Average A Rating Averag
eA
INVESTMENT GRADE
Highest quality Aaa 0.16% AAA 0.16%
High quality Aa __ AA __
Upper-medium grade A __ A __
Medium grade Baa __ BBB __
LOWER QUALITY
Moderately speculative Ba __ BB __
Speculative B __ B __
Highly speculative Caa __ CCC __
Poor quality Ca __ CC __
Lowest quality, no interest C __ C __
In default, in arrears __ D __
0.16% 0.16%
A FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT. THE DOLLAR-WEIGHTED AVERAGE
OF DEBT SECURITIES NOT RATED DIRECTLY OR INDIRECTLY BY MOODY'S OR S&P
AMOUNTED TO 0% . THIS MAY INCLUDE SECURITIES RATED BY OTHER
NATIONALLY
RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES. REFER TO THE
FUND'S STATEMENT OF ADDITIONAL INFORMATION FOR A MORE COMPLETE DISCUSSION
OF THESE RATINGS.

RESTRICTIONS: Purchase of a debt security is consistent with each
fund's debt quality policy if it is rated at or above the stated level
by Moody's or rated in the equivalent categories by S&P, or is unrated but
judged to be of equivalent quality by FMR. Small Cap Stock currently
intends to limit its investments in lower than Baa-quality debt securities
to 5% of its assets. Mid-Cap Stock and Large Cap Stock currently
intend to limit their investments in lower than Baa-quality debt
securities to less than 35% of their assets.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks and considerations. These include risks relating
to political or economic conditions in foreign countries, fluctuations in
foreign currencies, withholding or other taxes, operational risks,
increased regulatory burdens, and the potentially less stringent investor
protection and disclosure standards of foreign markets. Additionally,
governmental issuers of foreign securities may be unwilling to repay
principal and interest when due, and may require that the conditions for
payment be renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with
a fund's investments, these techniques could result in a loss,
regardless of whether the intent was to reduce risk or increase return.
These techniques may increase the volatility of the fund and may involve a
small investment of cash relative to the magnitude of the risk assumed. In
addition, these techniques could result in a loss if the counterparty to
the transaction does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that a fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities.
OTHER INSTRUMENTS may include securities of closed-end investment companies
and real estate-related investments.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets, a fund may not invest
more than 5% of its total assets in any one issuer. A fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities.
BORROWING. A fund may borrow from banks or from other funds advised by FMR,
or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: A fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc. (FBSI) , an affiliate of FMR, is a
means of earning income. This practice could result in a loss or a delay in
recovering a fund's securities. A fund may also lend money to other funds
advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of a fund's total
assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
FIDELITY SMALL CAP STOCK seeks capital appreciation.
FIDELITY MID-CAP STOCK seeks long-term growth of capital.
FIDELITY LARGE CAP STOCK seeks long-term growth of capital.
EACH FUND, with respect to 75% of total assets, may not invest more than 5%
of its total assets in any one issuer and may not own more than 10% of the
outstanding voting securities of a single issuer. Each fund may not invest
more than 25% of its total assets in any one industry. Each fund may borrow
only for temporary or emergency purposes, but not in an amount exceeding
33% of its total assets. Loans, in the aggregate, may not exceed 33% of a
fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse the funds for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The amount of
the fee is determined by taking a BASIC FEE and then applying a PERFORMANCE
ADJUSTMENT. The performance adjustment either increases or decreases the
management fee, depending on how well a fund has performed relative to
its comparative index.
Manage = Ba +/- Performa
ment sic nce
fee fee adjustme
nt

THE BASIC FEE (calculated monthly) is calculated by adding a group fee rate
to an individual fund fee rate, and multiplying the result by a fund's
average net assets. The group fee rate is based on the average net assets
of all the mutual funds advised by FMR. This rate cannot rise above .52%,
and it drops as total assets under management increase.
For April 1995, the group fee rate was .32% . The individual fund fee
rate is .35% for Small Cap Stock and .30% for Mid-Cap Stock and
Large Cap Stock. The basic fee rate for fiscal 1995 was .67% for
Small Cap Stock and .62% (annualized) for Mid-Cap Stock.
THE PERFORMANCE ADJUSTMENT rate is calculated monthly by comparing
each fund's performance to that of the Russell 2000 for Small Cap
Stock, the S&P MidCap 400 for Mid-Cap Stock, and the S&P 500 for Large
Cap Stock over the most recent 36-month period. For Large Cap Stock,
the performance period will begin on July 1, 1995 and will eventually span
36 months, but the performance adjustment will not take effect until June
1, 1996. The difference is translated into a dollar amount that is
added to or subtracted from the basic fee. The maximum annualized
performance adjustment rate is ".20%.
The total management fee rate for fiscal 1995 was .56% for Small Cap
Stock and .66% (annualized) for Mid-Cap Stock. Large Cap Stock's total
management fee rate, for fiscal 1995, is estimated to be .62%.
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
management fee rate with respect to a fund's investments that the
sub-adviser manages on a discretionary basis.
OTHER EXPENSES
While the management fee is a significant component of the funds' annual
operating costs, the funds have other expenses as well.
The funds contract with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing each fund's investments, and handling securities loans. In fiscal
1995, Small Cap Stock and Mid-Cap Stock paid FSC fees equal to
.30% and .27% (annualized), respectively, of their average net
assets.
The funds also pay other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. A broker-dealer may use a portion of the
commissions paid by a fund to reduce the fund's custodian or transfer agent
fees.
Mid-Cap Stock and Large Cap Stock have each adopted a Distribution
and Service Plan. These plans recogniz e that FMR may use its
resources, including management fees, to pay expenses associated with the
sale of fund shares. This may include payments to third parties, such as
banks or broker-dealers, that provide shareholder support services or
engage in the sale of the fund's shares. It is important to note, however,
that the funds do not pay FMR any separate fees for this service.
For fiscal 1995, the portfolio turnover rates for Small Cap Stock
and Mid-Cap Stock were 182% and 163% (annualized), respectively.
Large Cap Stock's annualized portfolio turnover rate is not expected to
exceed 200% in the first fiscal period. These rates vary from year to
year. High turnover rates increase transaction costs and may increase
taxable capital gains. FMR considers these effects when evaluating the
anticipated benefits of short-term investing.
YOUR ACCOUNT

FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual
funds: over 210
(solid bullet) Assets in Fidelity mutual
funds: over $280 billion
(solid bullet) Number of shareholder
accounts: over 20 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 200
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR EACH FUND: the
offering price and the net asset value (NAV). The offering price includes
any sales charge, which you pay when you buy shares, unless you qualify for
a reduction or waiver as described on page . When you buy shares of
Small Cap Stock at the offering price, Fidelity deducts 3% and invests the
rest at the NAV. Shares of Mid-Cap Stock and Large Cap Stock are
sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page 25 . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity retirement accounts $500
TO ADD TO AN ACCOUNT $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500

<TABLE>
<CAPTION>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to the complete
check payable to the name of the fund.
complete name of the Indicate your fund
fund of your choice. account number on
Mail to the address your check and mail to
indicated on the the address printed on
application. your account statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Call 1-800-544-7777 to (small solid bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (small solid bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify the complete
Bank Routing name of the fund and
#021001033, include your account
Account #00163053. number and your
Specify the complete name.
name of the fund and
include your new
account number and
your name.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts).
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, or
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
and
(small solid bullet) Any other applicable requirements listed in the table
at right.
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
ACCOUNT TYPE SPECIAL REQUIREMENTS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of
other Fidelity funds by telephone or in writing. The shares you exchange
will carry credit for any sales charge you previously paid in connection
with their purchase.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page
.
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account. Because of Small Cap Stock's sales charge, you may not want to set
up a systematic withdrawal plan during a period when you are buying shares
on a regular basis.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

</TABLE>

A BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE APPROPRIATE
CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends and capital gains are
distributed in June and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. Each fund offers four
options:
5. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
6. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
7. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
8. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to Small Cap Stock's 3% sales charge.
Likewise, if you direct distributions from Small Cap Stock to a fund with a
3% sales charge, you will not pay a sales charge on those purchases.
When a fund deducts a distribution from its NAV, the reinvestment price is
the fund's NAV at the close of business that day. Cash distribution checks
will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
Each fund earns dividends
from stocks and interest from
bond, money market, and
other investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund
realizes capital gains
whenever it sells securities
for a higher price than it paid
for them. These are passed
along as CAPITAL GAIN
DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in a fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, each fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on a fund and
its investments and these taxes generally will reduce the fund's
distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV and offering price as
of the close of business of the NYSE, normally 4 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE OFFERING PRICE (price to buy one share) is the fund's NAV plus a sales
charge, if any. Small Cap Stock has a sales charge of 3% of the offering
price, or 3.09% of the net amount invested. The REDEMPTION PRICE (price to
sell one share) is the fund's NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of a fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees a fund or its
transfer agent has incurred.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY SHARES OF THE FUNDS (AT THE OFFERING PRICE) OR SELL THEM
THROUGH A BROKER, who may charge you a fee for this service. If you invest
through a broker or other institution, read its program materials for any
additional service features or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when a fund is priced on the
following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500 (including any amount paid
as a sales charge), subject to an annual maximum charge of $60.00 per
shareholder. It is expected that accounts will be valued on the second
Friday in November of each year. Accounts opened after September 30 will
not be subject to the fee for that year. The fee, which is payable to the
transfer agent, is designed to offset in part the relatively higher costs
of servicing smaller accounts. The fee will not be deducted from retirement
accounts (except non-prototype retirement accounts) , accounts using
regular investment plans, or if total assets in Fidelity funds exceed
$50,000. Eligibility for the $50,000 waiver is determined by aggregating
Fidelity mutual fund accounts maintained by FSC or FBSI which are
registered under the same social security number or which list the same
social security number for the custodian of a Uniform Gifts/Transfers to
Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC collects the proceeds from Small Cap Stock's 3% sales charge and may
pay a portion of them to securities dealers who have sold the fund's
shares, or to others, including banks and other financial institutions
(qualified recipients), under special arrangements in connection with FDC's
sales activities. The sales charge paid to qualified recipients is 2.25% of
the fund's offering price.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the funds without
reimbursement from the funds. In some instances, these incentives may be
offered only to certain institutions whose representatives provide services
in connection with the sale or expected sale of significant amounts of
shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a fund for
shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS
REDUCTIONS. Small Cap Stock's sales charge may be reduced if you invest
directly with Fidelity or through prototype or prototype-like retirement
plans sponsored by FMR or FMR Corp. The amount you invest, plus the value
of your account, must fall within the ranges shown below. However,
purchases made with assistance or intervention from a financial
intermediary are not eligible. Call Fidelity to see if your purchase
qualifies.
Ranges Sales charge Net amount invested

$0 - 249,999 3% 3.09%

$250,000 - 499,999 2% 2.04%

$500,000 - 999,999 1% 1.01%

$1,000,000 or more none none

The sales charge will also be reduced by the percentage of any sales charge
you previously paid on investments in other Fidelity funds (not including
Fidelity's Foreign Currency Funds). Similarly, your shares carry credit for
any sales charge you would have paid if the reductions in the table above
had not existed. These sales charge credits only apply to purchases made in
one of the ways listed below, and only if you continuously owned Fidelity
fund shares or a Fidelity brokerage core account, or participated in The
CORPORATEplan for Retirement Program.
1. By exchange from another Fidelity fund.
2. With proceeds of a transaction within a Fidelity brokerage core account,
including any free credit balance, core money market fund, or margin
availability, to the extent such proceeds were derived from redemption
proceeds from another Fidelity fund.
3. With redemption proceeds from one of Fidelity's Foreign Currency
Portfolios, if the Foreign Currency Portfolio shares were originally
purchased with redemption proceeds from a Fidelity fund.
4. Through the Directed Dividends Option (see page ).
5. By participants in The CORPORATEplan for Retirement Program when shares
are purchased through plan-qualified loan repayments, and for exchanges
into and out of the Managed Income Portfolio.
WAIVERS. Small Cap Stock's sales charge will not apply:
1. If you buy shares as part of an employee benefit plan having more than
200 eligible employees or a minimum of $3 million in plan assets invested
in Fidelity mutual funds.
2. To shares in a Fidelity Rollover IRA account purchased with the proceeds
of a distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan that
both qualified for waiver (1) above and had at least some of its assets
invested in Fidelity-managed products.
3. If you are a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code) investing $100,000 or more.
4. If you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code).
5. If you are an investor participating in the Fidelity Trust Portfolios
program.
6. To shares purchased through Portfolio Advisory Services.
7. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or regular employee of FMR Corp. or
its direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity trustee or employee, a Fidelity trustee or employee
acting as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee.
8. If you are a bank trust officer, registered representative, or other
employee of a qualified recipient, as defined on page .
9. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed and
distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
10. If you invest through a non-prototype pension or profit-sharing plan
that maintains all of its mutual fund assets in Fidelity mutual funds,
provided the plan executes a Fidelity non-prototype sales charge waiver
request form confirming its qualification.
11. If you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions. Except for correspondents of National Financial Services
Corporation, this waiver is available only for shares purchased directly
from Fidelity, and is unavailable if the RIA is part of an organization
principally engaged in the brokerage business.
12. If you are a trust institution or bank trust department purchasing for
your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5), (9), and (11) is contained
in the Statement of Additional Information. A representative of your plan
or organization should call Fidelity for more information.

This prospectus is printed on recycled paper using soy-based inks.
FIDELITY SMALL CAP STOCK FUND
FIDELITY LARGE CAP STOCK FUND
FUNDS OF FIDELITY COMMONWEALTH TRUST
FIDELITY MID-CAP STOCK FUND
A FUND OF FIDELITY DEVONSHIRE TRUST
STATEMENT OF ADDITIONAL INFORMATION
JUNE 22, 1995
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated June 22, 1995). Please retain this
document for future reference. The funds ' financial statements and
financial highlights, included in the Annual Reports for the fiscal year
ended April 30, 1995 are incorporated herein by reference. To obtain
an additional copy of the Prospectus or an Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.

<TABLE>
<CAPTION>
<S> <C>
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contracts

Distribution and Service Plans (Mid-Cap Stock and Large Cap Stock only)

Contracts With FMR Affiliates

Description of the Trusts

Financial Statements

Appendix

</TABLE>

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corp. (FDC)
TRANSFER AGENT
Fidelity Service Co. (FSC)
SML -ptb-695
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
Each 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) of the fund.
However, except for the fundamental investment limitations listed
below, the investment policies and limitations described in this Statement
of Additional Information are not fundamental and may be changed without
shareholder approval.
INVESTMENT LIMITATIONS OF SMALL CAP STOCK FUND
THE FOLLOWING ARE SMALL CAP STOCK FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) 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) 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) 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;
(5) 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;
(6) 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);
(7) 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); or
(8) 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.
(9) 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.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) 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.
(iii) 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 fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) 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.
(v) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(iv) would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% 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) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xii) 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.
INVESTMENT LIMITATIONS OF MID-CAP STOCK FUND
THE FOLLOWING ARE MID-CAP STOCK FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) 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) 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) 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;
(5) 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;
(6) 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);
(7) 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); or
(8) 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.
(9) 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
investment objectives, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) 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.
(iii) 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 fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) 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.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5%
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)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated unfunded
commitments of the sellers. (This limitation does not apply to purchases of
debt securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Warrants
acquired by the fund in units or attached to securities are not subject to
this restriction.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) 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.
INVESTMENT LIMITATIONS OF LARGE CAP STOCK FUND
THE FOLLOWING ARE LARGE CAP STOCK FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) 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) 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) 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;
(5) 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;
(6) 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);
(7) 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); or
(8) 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.
(9) 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 managed by Fidelity Management &
Research Company or an affiliate or successor with substantially the same
investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) 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.
(iii) 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 fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) 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.
(v) The fund does not currently intend to purchase interests in real estate
investment trusts that are not readily marketable or interests in real
estate limited partnerships that are not listed on an exchange or traded on
the NASDAQ National Market System if, as a result, the sum of such
interests and other investments considered illiquid under limitation (iv)
would exceed 10% of the fund's net assets.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% 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) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Warrants
acquired by the fund in units or attached to securities are not subject to
these restrictions.
(x) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(xi) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the funds' limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.
Each fund's investments must be consistent with its investment objective
and policies. Accordingly, not all of the security types and investment
techniques discussed below are eligible investments for each of the
funds.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC) , the Board of Trustees has established
and periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
FOREIGN CURRENCY TRANSACTIONS. The funds may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The funds will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
Each fund may use currency forward contracts for any purpose consistent
with its investment objective. The following discussion summarizes the
principal currency management strategies involving forward contracts that
could be used by each fund. The funds may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When a fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The funds may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The funds may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if a fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. A fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
Each fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if a fund held investments denominated in
Deutschemarks, the fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the funds will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The funds will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change a fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged a fund by selling that currency in
exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, a fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases a fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the funds or that it will hedge at an appropriate time.
FOREIGN INVESTMENTS. Investing in securities issued by companies or other
issuers whose principal activities are outside the United States may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. In addition,
there is generally less publicly available information about foreign
issuers' financial condition and operations, particularly those not subject
to the disclosure and reporting requirements of the U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing,
and financial reporting requirements and standards of practice comparable
to those applicable to U.S. issuers. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects. The considerations noted above generally are
intensified for investments in developing countries. Developing countries
may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade a small number of securities.
Foreign markets may offer less protection to investors than U.S. markets.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may expose a fund to increased risk
in the event of a failed trade or the insolvency of a foreign
broker-dealer, and may involve substantial delays. In addition, the costs
of foreign investing, including withholding taxes, brokerage commissions
and custodial costs, are generally higher than for U.S. investors. In
general, there is less overall governmental supervision and regulation of
securities exchanges, brokers, and listed companies than in the United
States. It may also be difficult to enforce legal rights in foreign
countries.
A fund may invest in foreign securities that impose restrictions on
transfer within the United States or to U.S. persons. Although securities
subject to such transfer restrictions may be marketable abroad, they may be
less liquid than foreign securities of the same class that are not subject
to such restrictions.
A fund may invest in American Depository Receipts and European Depository
Receipts (ADRs and EDRs), which are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a bank or similar
financial institution. Designed for use in the U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of
the underlying securities in their national markets and currencies.
FUNDS' RIGHTS AS A SHAREHOLDER. The funds do not intend to direct or
administer the day-to-day operations of any company. Each fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that a fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against a fund and the risk of actual liability if a fund is involved in
litigation. No guarantee can be made, however, that litigation against a
fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following sections pertain to futures and
options: Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitation on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing Put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of a
fund's assets could impede portfolio management or the fund's ability to
meet redemption requests or other current obligations.
COMBINED POSITIONS. A fund may purchase and write 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, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to 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, in order 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.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. The funds may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which they typically
invest, which involves a risk that the options or futures position will not
track the performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and 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 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 and 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 options or 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.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's Composite Index of 500
Stocks (S&P 500). Futures can be held until their delivery dates, or can be
closed out before then if a liquid secondary market is available.
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. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument 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. Initial margin deposits are typically equal to a percentage of the
contract's value. 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. The party that has a gain may
be 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. In the event of the
bankruptcy 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.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The funds intend to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the funds can
commit assets to initial margin deposits and option premiums.
In addition, each fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the funds' investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures 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 options and 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 for a fund to
enter into new positions or close out existing positions. If the secondary
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 or futures
positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The
funds may purchase and sell currency futures and may purchase and write
currency options to increase or decrease their exposure to different
foreign currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of the fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (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 funds greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund 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 fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund 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.
The buyer of a typical put option can expect to realize a gain if security
prices fall 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
paid, plus related transaction costs).
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 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 security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes 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 the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain 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 security prices fall, 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.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, 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 mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument 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.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the funds to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options a fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, a fund were in a position where more than 10% of its net
assets was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. Each fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are 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. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, each fund has received permission to lend money
to, and borrow money from, other funds advised by FMR or its affiliates.
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
fund will lend through the program only when the returns are higher than
those available from other short-term instruments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. A 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.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to each fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If a fund does not receive scheduled interest or
principal payments on such indebtedness, the fund's share price and yield
could be adversely affected. Loans that are fully secured offer a fund more
protections than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation
of collateral from a secured loan would satisfy the borrower's obligation,
or that the collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and may be
highly speculative. Borrowers that are in bankruptcy or restructuring may
never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of developing countries also involves a
risk that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal when
due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to a fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, each fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, each fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit remedies against
a borrower. If assets held by the agent for the benefit of a fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by each fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
Each fund will set aside appropriate liquid assets in a segregated
custodial account to cover its potential obligations under standby
financing commitments.
Each fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see limitations 1 and 5 for
each fund). For purposes of these limitations, each fund generally will
treat the borrower as the "issuer" of indebtedness held by the fund. In the
case of loan participations where a bank or other lending institution
serves as financial intermediary between each fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict a fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
LOWER-QUALITY DEBT SECURITIES. While the market for high-yield corporate
debt securities has been in existence for many years and has weathered
previous economic downturns, the 1980s brought a dramatic increase in the
use of such securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication of
the future performance of the high-yield bond market, especially during
periods of economic recession. In fact, from 1989 to 1991, the percentage
of lower-quality securities that defaulted rose significantly above prior
levels, although the default rate decreased in 1992 and 1993.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and a fund's ability to dispose of these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by a fund. In considering investments
for the fund, FMR will attempt to identify those issuers of high-yielding
securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. FMR's
analysis focuses on relative values based on such factors as interest or
dividend coverage, asset coverage, earnings prospects, and the experience
and managerial strength of the issuer.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, overbuilding, and the management skill and
creditworthiness of the issuer. Real estate-related instruments may also be
affected by tax and regulatory requirements, such as those relating to the
environment.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits 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. The securities
purchased by a fund are used to collateralize the repurchase obligation. As
such, they are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible
to eliminate all risks from these transactions (particularly the
possibility that the value of the underlying security will be less than the
resale price, as well as delays and costs to a fund in connection with
bankruptcy proceedings), it is each fund's current policy to engage in
repurchase agreement transactions with parties whose creditworthiness has
been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund 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, a fund 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 portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. A
fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SHORT SALES "AGAINST THE BOX." If a fund enters into a short sale against
the box, it will be required to set aside securities equivalent in kind and
amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding. The fund will incur
transaction costs, including interest expenses, in connection with opening,
maintaining, and closing short sales against the box.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease a fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. A fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a fund's investments and its share price.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. Each fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
Each fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to the
sub-advisers (see the section entitled "Management Contracts"), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Generally, commissions for foreign investments traded will be
higher than for U.S. investments and may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the
availability of securities or the purchasers or sellers of securities.
In addition, such broker-dealers may furnish analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy, and performance of accounts; effect securities
transactions, and perform functions incidental thereto (such as clearance
and settlement). The selection of such broker-dealers generally is made by
FMR (to the extent possible consistent with execution considerations) in
accordance with a ranking of broker-dealers determined periodically by
FMR's investment staff based upon the quality of research and execution
services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services (FBS ), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. From September 1992 through December 1994, FBS
operated under the name Fidelity Brokerage Services Limited, Inc. (FBSL).
As of January 1995, FBSL was converted to an unlimited liability company
and assumed the name FBS. Prior to September 4, 1992, FBSL operated under
the name Fidelity Portfolio Services, Ltd. (FPSL) as a wholly-owned
subsidiary of Fidelity International Limited (FIL). Edward C. Johnson 3d is
Chairman of FIL. Mr. Johnson 3d, Johnson family members, and various trusts
for the benefit of the Johnson family own, directly or indirectly, more
than 25% of the voting common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by each fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
Small Cap Stock's portfolio turnover rates for the fiscal year ended April
30, 1995, and the fiscal period June 28, 1993 (commencement of operations)
through April 30, 1994, were 182% and 210% (annualized),
respectively. Effective March 16, 1995, the fiscal year end for Mid-Cap
Stock was changed from January 31 to April 30. Mid-Cap Stock's annualized
portfolio turnover rates for the fiscal periods February 1, 1995 through
April 30, 1995, and March 29, 1994 (commencement of operations) through
January 31, 1995, were 163% and 190%, respectively. Large Cap Stock's
annualized portfolio turnover rate for its first fiscal period is not
expected to exceed 200%. Because a high turnover rate increases
transaction costs and may increase taxable gains, FMR carefully weighs the
anticipated benefits of short-term investing against these consequences.
Each fund pays both commissions and spreads in connection with the
placement of portfolio transactions. FBSI is paid on a commission basis.
The table below lists Small Cap Stock's and Mid-Cap Stock's total brokerage
commissions, the total commissions and the percentage of brokerage
commissions paid to brokerage firms that provided research services, and
the dollar amount of commissions paid to FBSI during each fund's respective
fiscal periods. The table also lists the percentages of each fund's
aggregate brokerage commissions paid to FBSI during their respective fiscal
periods, as well as the percentages of each fund's aggregate dollar amount
of transactions effected through FBSI during the same periods. The
difference between the percentage of brokerage commissions paid to and the
percentage of the dollar amount of transactions effected through FBSI is a
result of the low commission rates charged by FBSI.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Fiscal Period
Total Total % Paid to Commissions % of % of
Ended April 30 Commissions Firms Paid Commissions Transactions
Paid to Firms Providing To FBSI Paid to FBSI Effected
Providing Research Through FBSI
Research

Small Cap Stock

1995 $ 1,991,619 $ 1,700,334 85.4% $ 144,241 7.2% 7.2%

1994 * 1,648,301 938,302 57.0% 178,800 11.0% 7.4%

Mid-Cap Stock

1995* * $ 478,966 $ 455,987 95.0% $ 145,249 30.0% 43.0%

1995*** 251,433 241,388 96.0% 123,577 49.0% 57.0%

</TABLE>

* From June 28, 1993 (commencement of operations) to April 30, 1994.
** From February 1, 1995 to April 30, 1995.
*** From March 29, 1994 (commencement of operations) to January 31,
1995.
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the U.S. are valued at last sale price or, if no sale
has occurred, at the closing bid price. Most equity securities for which
the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded. If the last sale price (on the local exchange) is unavailable, the
last evaluated quote or last bid price is normally used. Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. Convertible
securities and fixed-income securities are valued primarily by a pricing
service that uses a vendor security valuation matrix which incorporates
both dealer-supplied valuations and electronic data processing techniques.
This two-fold approach is believed to more accurately reflect fair value
because it takes into account appropriate factors such as institutional
trading in similar groups of securities, yield, quality, coupon rate,
maturity, type of issue, trading characteristics, and other market data,
without exclusive reliance upon quoted, exchange, or over-the counter
prices. Use of pricing services has been approved by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE. The values of any such securities held by a fund are
determined as of such time for the purpose of computing the fund's net
asset value. Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency. FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars.
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each fund's share price, yield, and
total return fluctuate in response to market conditions and other factors,
and the value of fund shares when redeemed may be more or less than their
original cost.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's net asset
value (NAV) over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in a fund over a stated period, and then calculating
the annually compounded percentage rate that would have produced the same
result if the rate of growth or decline in value had been constant over the
period. For example, a cumulative total return of 100% over ten years would
produce an average annual return of 7.18%, which is the steady annual rate
of return that would equal 100% growth on a compounded basis in ten years.
Average annual returns covering periods of less than one year are
calculated by determining a fund's total return for the period, extending
that return for a full year (assuming that return remains constant over the
year), and quoting the result as an annual return. While average annual
returns are a convenient means of comparing investment alternatives,
investors should realize that a fund's performance is not constant over
time, but changes from year to year, and that average annual returns
represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual total returns, a fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis, and, for Small Cap Stock, may be quoted with
or without taking the fund's 3% sales charge into account. Excluding a
fund's sales charge from a total return calculation produces a higher total
return figure. Total returns, yields, and other performance information may
be quoted numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using a fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by a fund and
reflects all elements of its return. Unless otherwise indicated, a fund's
adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. A fund may illustrate performance using moving averages. A
long-term moving average is the average of each week's adjusted closing NAV
for a specified period. A short-term moving average is the average of each
day's adjusted closing NAV for a specified period. Moving Average Activity
Indicators combine adjusted closing NAVs from the last business day of each
week with moving averages for a specified period to produce indicators
showing when an NAV has crossed, stayed above, or stayed below its moving
average. On April 28, 1995 the 13-week and 39-week long-term moving
averages were 10.58 and 10.44 , respectively, for Small Cap
Stock and 11.50 and 10.91, respectively, for Mid-Cap Stock.
HISTORICAL FUND RESULTS. The following table shows Small Cap Stock's and
Mid-Cap Stock's total returns for periods ended April 30, 1995.
Total return figures for Small Cap Stock include the effect of the
fund's 3% sales charge.
SMALL CAP STOCK
Average Annual Total Returns Cumulative Total Returns

One Life of One Life of
Year Fund* Year Fund*

0.02 % 3.60% 0.02 % 6.7 3%

* From June 28, 1993 (commencement of operations).
MID-CAP STOCK
Average Annual Total Returns Cumulative Total Returns

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
One Life of One Life of
Year Fund* Year Fund*

23.94 % 19.97 % 23.94 % 21.96%

</TABLE>

* From March 29, 1994 (commencement of operations).
The following tables show the income and capital elements of Small Cap
Stock's and Mid-Cap Stock's cumulative total return. The tables
compare each fund's return to the record of the Standard and Poor's
Composite Index of 500 Stocks (S&P 500(registered trademark)), the Dow
Jones Industrial Average (DJIA), and the cost of living (measured by the
Consumer Price Index, or CPI) over the same period. The CPI information is
as of the month-end closest to the initial investment date for each
fund. In addition, Small Cap Stock's table compares the fund's returns to
the Russell 2000 Index (Russell 2000) and Mid-Cap Stock's table compares
the fund's returns to the Standard & Poor's MidCap 400 Index (S&P MidCap
400(registered trademark)). The S&P 500 and the DJIA comparisons are
provided to show how each fund's total return compared to the record of a
broad average of common stock prices and a narrower set of stocks of major
industrial companies, respectively, over the same period. Each fund has the
ability to invest in securities not included in either index, and its
investment portfolio may or may not be similar in composition to the
indices. Figures for the S&P MidCap 400, Russell 2000, S&P 500 and
DJIA are based on the prices of unmanaged groups of stocks and, unlike the
funds' returns, do not include the effect of paying brokerage commissions
and other costs of investing.
During the period June 28, 1993 (commencement of operations) to
April 30, 1995, a hypothetical $10,000 investment in Small Cap Stock would
have grown to $ 10,673 , assuming all distributions were reinvested
and including the effect of the 3% sales charge. This was a period of
fluctuating stock prices and the figures that follow should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
FIDELITY SMALL CAP STOCK FUND INDICES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Value of Value of Value of

Period Initial Reinvested Reinvested

Ended $10,000 Dividend Capital Gain Total Russell

April 30 Investment Distributions Distributions Value 2000 S&P 500 DJIA CPI(dagger)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $ 10,602 $ 31 $ 40 $ 10,673 $ 11,908 $ 12,095 $ 13,013 $ 10,519

1994 * 10,292 20 39 10,350 11,105 10,297 10,793 10,208

</TABLE>

* From June 28, 1993 (commencement of operations).
(dagger) From month-end closest to initial investment.
Explanatory Notes: With an initial investment of $10,000 made on June 28,
1993, the net amount invested in fund shares was $9,700 (assuming the
fund's 3% sales charge). The cost of the initial investment ($10,000),
together with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested), amounted to $ 10,068. If distributions had not been
reinvested the amount of distributions earned from the fund over time
would have been smaller and cash payments for the period would have
amounted to $29 for dividends and $39 for capital gain distributions. Tax
consequences of different investments have not been factored into the above
figures.
During the period March 29, 1994 (commencement of operations) through April
30, 1995, a hypothetical $10,000 investment in Mid-Cap Stock would have
grown to $12,196, assuming all distributions were reinvested. This was a
period of fluctuating stock prices and the figures that follow should not
be considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
FIDELITY MID-CAP STOCK FUND INDICES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Value of Value of Value of

Period Initial Reinvested Reinvested

Ended $10,000 Dividend Capital Gain Total S&P Mid-

April 30 Investment Distributions Distributions Value Cap 400 S&P 500 DJIA CPI(dagger)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1995 $ 12,010 $ 0 $ 186 $ 12,196 $ 10,652 $ 11,531 $ 11,828 $10,319

1994* $ 9,840 $ 0 $ 0 $ 9,840 $ 9,702 $ 9,817 $ 9,810 $10,014

</TABLE>

* From March 29, 1994 (commencement of operations).
(dagger) From month-end closest to initial investment.
Explanatory Notes: With an initial investment of $10,000 made on March 29,
1994, the net amount invested in fund shares was $10,000. The cost of the
initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$10,160 . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $160 for capital
gain distributions. No dividends were paid during the period. Tax
consequences of different investments have not been factored into the above
figures.
A fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds. These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. In addition to the mutual fund rankings, a fund's performance
may be compared to stock, bond, and money market mutual fund performance
indices prepared by Lipper or other organizations. When comparing these
indices, it is important to remember the risk and return characteristics of
each type of investment. For example, while stock mutual funds may offer
higher potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability of
principal, but generally do not offer the higher potential returns from
stock mutual funds.
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
A fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college or other
goals; charitable giving; and the Fidelity credit card. In addition,
Fidelity may quote or reprint financial or business publications and
periodicals, including model portfolios or allocations, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the desirability
of owning a particular mutual fund, and Fidelity services and products.
Fidelity may also reprint, and use as advertising and sales literature,
articles from Fidelity Focus, a quarterly magazine provided free of charge
to Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. A fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data.
MOMENTUM INDICATORS indicate a fund's price movements over specific periods
of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of April 30, 1995 FMR advised over $24 billion in tax-free fund
assets, $70 billion in money market fund assets, $180 billion in equity
fund assets, $43 billion in international fund assets, and $21
billion in Spartan fund assets. The funds may reference the growth and
variety of money market mutual funds and the adviser's innovation and
participation in the industry. The equity funds under management figure
represents the largest amount of equity fund assets under management by a
mutual fund investment adviser in the United States, making FMR America's
leading equity (stock) fund manager. FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the purpose
of researching and managing investments abroad.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (the
1940 Act), FDC exercises its right to waive Small Cap Stock's front-end
sales charge on shares acquired through reinvestment of dividends and
capital gain distributions or in connection with the fund's merger with or
acquisition of any investment company or trust. In addition, FDC has chosen
to waive the fund's sales charge in certain instances because of
efficiencies involved in those sales of shares. The sales charges will not
apply:
(1) to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs but
otherwise as defined in the Employee Retirement Income Security Act)
maintained by a U.S. employer and having more than 200 eligible employees,
or a minimum of $3,000,000 in plan assets invested in Fidelity mutual
funds, or as part of an employee benefit plan maintained by a U.S. employer
that is a member of a parent-subsidiary group of corporations (within the
meaning of Section 1563(a)(1) of the Internal Revenue Code, with "50%"
substituted for "80%") any member of which maintains an employee benefit
plan having more than 200 eligible employees, or a minimum of $3,000,000 in
plan assets invested in Fidelity mutual funds, or as part of an employee
benefit plan maintained by a non-U.S. employer having 200 or more eligible
employees, or a minimum of $3,000,000 in plan assets invested in Fidelity
mutual funds, the assets of which are held in a bona fide trust for the
exclusive benefit of employees participating therein;
(2) to shares purchased by an insurance company separate account used to
fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in the Employee Retirement Income
Security Act), which, in the aggregate, have either more than 200 eligible
employees or a minimum of $3,000,000 in assets invested in Fidelity funds;
(3) to shares in a Fidelity IRA account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit plan
provided that: (i) at the time of distribution, the employer, or an
affiliate (as described in exemption (1) above) of such employer,
maintained at least one employee benefit plan that qualified for exemption
(1) and that had at least some portion of its assets invested in one or
more mutual funds advised by FMR, or in one or more accounts or pools
advised by Fidelity Management Trust Company; and (ii) the distribution is
transferred from the plan to a Fidelity Rollover IRA account within 60 days
from the date of the distribution;
(4) to shares purchased by a charitable organization (as defined in
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
(5) to shares purchased for a charitable remainder trust or life
income pool established for the benefit of a charitable organization (as
defined by Section 501(c)(3) of the Internal Revenue Code);
(6) to shares purchased b y an investor participating in the Fidelity
Trust Portfolios program (these investors must make initial investments of
$100,000 or more in Trust Portfolios funds and must, during the initial six
month period, reach and maintain an aggregate balance of at least $500,000
in all accounts and subaccounts purchased through the Trust Portfolios
program);
(7) to shares purchased through Portfolio Advisory Services;
(8) to shares purchased by a current or former Trustee or officer of
a Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or its direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or employee, a
Fidelity Trustee or employee acting as custodian for a minor child, or a
person acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee;
(9) to shares purchased by a bank trust officer, registered
representative, or other employee of a qualified recipient. Qualified
recipients are securities dealers or other entities, including banks
and other financial institutions, who have sold the fund's shares under
special arrangements in connection with FDC's sales activities;
(10) to shares purchased by contributions and exchanges to the following
prototype or prototype-like retirement plans sponsored by FMR Corp. or FMR
and that are marketed and distributed directly to plan sponsors or
participants without any intervention or assistance from any intermediary
distribution channel: The Fidelity IRA, The Fidelity Rollover IRA, The
Fidelity SEP-IRA and SARSEP, The Fidelity Retirement Plan, Fidelity Defined
Benefit Plan, The Fidelity Group IRA, The Fidelity 403(b) Program, The
Fidelity Investments 401(a) Prototype Plan for Tax-Exempt Employers, and
The CORPORATEplan for Retirement (Profit Sharing and Money Purchase Plan);
(11) to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401(a) of the Internal Revenue Code that maintains all
of its mutual fund assets in Fidelity mutual funds, provided the plan
executes a Fidelity non-prototype sales charge waiver request form
confirming its qualifications.
(12) to shares purchased by a registered investment adviser (RIA) for
his or her discretionary accounts, provided he or she execute a
Fidelity RIA load waiver agreement which specifies certain aggregate
minimum and operating provisions. This waiver is available only for shares
purchased directly from Fidelity, without a broker, unless purchased
through a brokerage firm which is a correspondent of National Financial
Services Corporation (NFSC). The waiver is unavailable, however if the RIA
is part of an organization principally engaged in the brokerage business,
unless the brokerage firm in the organization firm in the organization is
an NFSC correspondent;
( 13) to shares purchased by a trust institution or bank trust department
purchasing for its non-discretionary, non-retirement fiduciary accounts,
provided it executes a Fidelity Trust load waiver agreement which specifies
certain aggregate minimum and operating provisions. This waiver is
available only for shares purchased either directly from Fidelity or
through a bank-affiliated broker, and is unavailable if the trust
department or institution is part of an organization not principally
engaged in banking or trust activities; or
Small Cap Stock's sales charge may be reduced to reflect sales charges
previously paid, or that would have been paid absent a reduction
for some purchases made directly with Fidelity as noted in the
prospectus, in connection with investments in other Fidelity funds. This
includes reductions for investments in prototype or prototype-like
retirement plans sponsored by FMR or FMR Corp., which are listed above.
Each fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1995: New Year's
Day (observed), Presidents' Day (observed ), Good Friday, Memorial
Day (observed ), Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. Although FMR expects the same holiday schedule to be
observed in the future, the NYSE may modify its holiday schedule at any
time. In addition, the funds will not process wire purchases and
redemptions on days when the Federal Reserve Wire System is closed.
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, a fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of a fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), each fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of each fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that each fund's income is derived from qualifying dividends.
Because each fund may earn other types of income, such as interest, income
from securities loans, non-qualifying dividends, and short-term capital
gains, the percentage of dividends from the fund that qualifies for the
deduction generally will be less than 100%. Each fund will notify corporate
shareholders annually of the percentage of fund dividends that qualifies
for the dividends-received deduction. A portion of each fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation. Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions. Short-term capital gains are
distributed as dividend income. Each fund will send each shareholder a
notice in January describing the tax status of dividends and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by each fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund, and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
As of April 30, 1995 Mid-Cap Stock hereby designates approximately
$324,971 as a capital gain dividend for the purpose of the dividend-paid
deduction.
As of April 30, 1995, Small Cap Stock had a capital loss carryforward
aggregating approximately $25,259,000. This loss carryforward, of which the
total amount will expire on April 30, 2003, is available to offset future
capital gains.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of a fund's
total assets are invested in securities of foreign issuers, the fund may
elect to pass through foreign taxes paid and thereby allow shareholders to
take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. Each fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit a fund's investments
in such instruments.
If a fund purchases shares in certain foreign investment entities, defined
as passive foreign investment companies (PFICs) in the Internal Revenue
Code, it may be subject to U.S. federal income tax on a portion of any
excess distribution or gain from the disposition of such shares. Interest
charges may also be imposed on a fund with respect to deferred taxes
arising from such distributions or gains. Generally, each fund will elect
to mark-to-market any PFIC shares. Unrealized gains will be recognized as
income for tax purposes and must be distributed to shareholders as
dividends.
For tax purposes, Small Cap Stock, Mid-Cap Stock, and Large Cap Stock
are treated as separate entities from the other funds of their trusts.
Small Cap Stock and Large Cap Stock are funds of Fidelity Commonwealth
Trust and Mid-Cap Stock is a fund of Fidelity Devonshire Trust.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether a fund is suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. Through ownership of voting common stock and the execution of a
shareholders' voting agreement, Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of each trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
Investment Company Act of 1940) by virtue of their affiliation with either
the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (64), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc. (1989), Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD (53), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (62), 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
a consultant to Western Mining Corporation (1994). Prior to February 1994,
he was President of Greenhill Petroleum Corporation (petroleum exploration
and production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) and CH2M Hill Companies (engineering). In addition, he served on the
Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), P.O. Box 264, Bridgehampton, NY, Trustee (1992).
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she is a member of the President's
Advisory Council of The University of Vermont School of Business
Administration.
RICHARD J. FLYNN (71), 77 Fiske Hill, Sturbridge, MA, Trustee, is a
financial consultant. Prior to September 1986, Mr. Flynn was Vice Chairman
and a Director of the Norton Company (manufacturer of industrial devices).
He is currently a Trustee of College of the Holy Cross and Old Sturbridge
Village, Inc., and he previously served as Director of Mechanics Bank
(1971-1995).
E. BRADLEY JONES (67), 3881-2 Lander Road, Chagrin Falls, OH, Trustee
(1990). Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company. He is a Director of TRW Inc.
(original equipment and replacement products), Cleveland-Cliffs Inc.
(mining), Consolidated Rail Corporation, Birmingham Steel Corporation, and
RPM, Inc. (manufacturer of chemical products, 1990) and he previously
served as Director of NACCO Industries, Inc. (mining and marketing,
1985-1995) and Hyster-Yale Materials Handling, Inc. (1985-1995). In
addition, he serves as a Trustee of First Union Real Estate Investments, a
Trustee and member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (62), One Harborside, 680 Steamboat Road, Greenwich, CT,
Trustee, is Executive-in-Residence (1995) at Columbia University Graduate
School of Business and a financial consultant. From 1987 to January 1995,
Mr. Kirk was a Professor at Columbia University Graduate School of
Business. Prior to 1987, he was Chairman of the Financial Accounting
Standards Board. Mr. Kirk is a Director of General Re Corporation
(reinsurance) and he previously served as a Director of Valuation Research
Corp. (appraisals and valuations, 1993-1995). In addition, he serves as
Vice Chairman of the Board of Directors of the National Arts Stabilization
Fund, Vice Chairman of the Board of Trustees of the Greenwich Hospital
Association, and as a Member of the Public Oversight Board of the American
Institute of Certified Public Accountants' SEC Practice Section (1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman of FMR (1992). Prior
to May 31, 1990, he was a Director of FMR and Executive Vice President of
FMR (a position he held until March 31, 1991); Vice President of Fidelity
Magellan Fund and FMR Growth Group Leader; and Managing Director of FMR
Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate
Services (1991-1992). He is a Director of W.R. Grace & Co. (chemicals) and
Morrison Knudsen Corporation (engineering and construction). In addition,
he serves as a Trustee of Boston College, Massachusetts Eye & Ear
Infirmary, Historic Deerfield and Society for the Preservation of New
England Antiquities, and as an Overseer of the Museum of Fine Arts of
Boston (1990).
GERALD C. McDONOUGH (65), 135 Aspenwood Drive, Cleveland, OH, Trustee, is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
EDWARD H. MALONE (70), 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN (62), 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS (66), 21st Floor, 191 Peachtree Street, N.E., Atlanta,
GA, Trustee, is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants, 1992).
WILLIAM J. HAYES (60), Vice President (1994), is Vice President of
Fidelity's equity funds; Senior Vice President of FMR; and Managing
Director of FMR Corp.
ROBERT H. MORRISON (55), Manager of Security Transactions of Fidelity's
equity funds is Vice President of FMR.
BRADFORD LEWIS (40), is manager and Vice President of Small Cap Stock,
which he has managed since June 1993. Mr. Lewis also manages Disciplined
Equity and Stock Selector as well as portfolios for Fidelity Investments
Canada. Previously, he managed Select Air Transportation, Select Defense
and Aerospace, and Select Medical Delivery. Mr. Lewis joined Fidelity in
1985.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
STEPHEN P. JONAS (42), Treasurer (1995), is Treasurer and Vice President of
FMR (1993). Mr. Jonas is also Treasurer of FMR Texas Inc. (1994), Fidelity
Management & Research (U.K.) Inc. (1994), and Fidelity Management &
Research (Far East) Inc. (1994). Prior to becoming Treasurer of FMR, Mr.
Jonas was Senior Vice President, Finance - Fidelity Brokerage Services,
Inc. (1991-1992) and Senior Vice President, Strategic Business Systems -
Fidelity Investments Retail Marketing Company (1989-1991).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity Funds, Mr.
Rush was Chief Compliance of Officer of FMR Corp. (1993-1994); Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993); and
Vice President, Assistant Controller, and Director of the Accounting
Department - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current trustee of each fund for his or her services as trustee for
the fiscal year ended April 30, 1995.
COMPENSATION TABLE
Aggregate Compensation

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
J. Gary Ralph Phyllis Richard Edward C. E. Donald Peter Gerald Edward Marvin Thomas
Burkhead** F. Burke J. Johnson Bradley J. S. C. H. L. R.
Cox Davis Flynn 3d** Jones Kirk Lynch** McDonough Malone Mann Williams

Small Cap
$0 $ 310 $ 299 $ 385 $ 0 $ 310 $ 309 $ 0 $ 30 9 $ 313 $ 306 $ 306
Stock

Mid-Cap
0 34 35 44 0 36 36 0 36 36 36 35
Stock

Large Cap
0 25 25 30 0 25 25 0 2 5 25 25 25
Stock+

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustees Pension or Estimated Annual Total
Retirement Benefits Upon Compensation
Benefits Accrued Retirement from from the Fund
As Part of Fund the Fund Complex*
Expenses from the Complex*
Fund Complex*

J. Gary Burkhead** $ 0 $ 0 $ 0

Ralph F. Cox 5,200 52,000 125,000

Phyllis Burke Davis 5,200 52,000 122,000

Richard J. Flynn 0 52,000 154,500

Edward C. Johnson 3d** 0 0 0

E. Bradley Jones 5,200 49,400 123,500

Donald J. Kirk 5,200 52,000 125,000

Peter S. Lynch** 0 0 0

Gerald C. McDonough 5,200 52,000 125,000

Edward H. Malone 5,200 44,200 128,000

Marvin L. Mann 5,200 52,000 125,000

Thomas R. Williams 5,200 52,000 126,500

</TABLE>

* Information is as of December 31, 1994 for 206 funds in the complex.
** Interested trustees of the fund s are compensated by FMR.
+ Estimated
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payment is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.
As of April 30, 1995, the Trustees and officers of Small Cap Stock and
Mid-Cap Stock owned, in the aggregate, less than 1% of each fund's total
outstanding shares. As of the date of this Statement of Additional
Information, FMR owns the majority of the outstanding shares of Large Cap
Stock.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the trusts or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, each fund pays all of its expenses, without limitation, that are not
assumed by those parties. Each fund pays for the typesetting, printing, and
mailing of its proxy materials to shareholders, legal expenses, and the
fees of the custodian, auditor and non-interested Trustees. Although each
fund's current management contract provides that each fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders, the trust, on behalf of
each fund has entered into a revised transfer agent agreement with FSC,
pursuant to which FSC bears the costs of providing these services to
existing shareholders. Other expenses paid by each fund include interest,
taxes, brokerage commissions, and each fund's proportionate share of
insurance premiums and Investment Company Institute dues. Each fund is also
liable for such non-recurring expenses as may arise, including costs of any
litigation to which each fund may be a party, and any obligation it may
have to indemnify its officers and Trustees with respect to litigation.
FMR is each fund's manager pursuant to management contracts dated
November 1, 1994, which was approved by shareholders on October 26, 1994
for Small Cap Stock, February 17, 1994, which was approved by FMR, then the
sole shareholder, on February 24, 1994 for Mid-Cap Stock, and May 18,
1995, which was approved by FMR, then the sole shareholder, on June 5, 1995
for Large Cap Stock.
For the services of FMR under the contract, each fund pays FMR a monthly
management fee composed of the sum of two elements: a basic fee and a
performance adjustment based on a comparison of each fund's performance to
the performance of its comparative index.
COMPUTING THE BASIC FEE. Each fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown to the left on the following page. The schedule
shown to the right on the following pag e shows the effective annual
group fee rate at various asset levels, which is the result of cumulatively
applying the annualized rates on the left. For example, the effective
annual fee rate at $ 29 6 billion of group net assets - the
approximate level for April 1995 - was . 3166% , which is the weighted
average of the respective fee rates for each level of group net assets up
to $296 billion.
Below is the schedule for Small Cap Stock and Mid-Cap Stock:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

0 - $ 3 billion .5200% $ 0.5 billion .5200%

3 - 6 .4900 25 .4238

6 - 9 .4600 50 .3823

9 - 12 .4300 75 .3626

12 - 15 .4000 100 .3512

15 - 18 .3850 125 .3430

18 - 21 .3700 150 .3371

21 - 24 .3600 175 .3325

24 - 30 .3500 200 .3284

30 - 36 .3450 225 .3253

36 - 42 .3400 250 .3223

42 - 48 .3350 275 .3198

48 - 66 .3250 300 .3175

66 - 84 .3200 325 .3153

84 - 102 .3150 350 .3133

102 - 138 .3100

138 - 174 .3050

174 - 228 .3000

228 - 282 .2950

282 - 336 .2900

Over 336 .2850

For Small Cap Stock, prior to November 1, 1994, the group fee rate was
based on a schedule with breakpoints ending at .3000% for average group
assets in excess of $174 billion. The additional breakpoints shown above
for average group assets in excess of $228 billion were voluntarily adopted
by FMR on November 1, 1993. Mid-Cap Stock's management contract, dated
February 17, 1994, contains the group fee rate breakpoints shown above.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints. The revised group fee
rate schedule provides for lower management fee rates as FMR's assets under
management increase. For Small Cap Stock and Mid-Cap Stock, the revised
group fee rate schedule is identical to the above schedule for average
group assets under $210 billion. Small Cap Stock's current management
contract reflects the group fee rate schedule above for average group
assets under $210 billion and the group fee rate schedule below for average
group assets in excess of $210 billion. For Mid-Cap Stock, for average
group assets in excess of $210 billion, the group fee rate schedule
voluntarily adopted by FMR follows.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

138 - $174 billion .3050% $150 billion .3371%

174 - 210 .3000 175 .3325

210 - 246 .2950 200 .3284

246 - 282 .2900 225 .3249

282 - 318 .2850 250 .3219

318 - 354 .2800 275 .3190

354 - 390 .2750 300 .3163

Over 390 .2700 325 .3137

350 .3113

375 .3090

400 .3067

Below is the schedule for Large Cap Stock:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

0 - $ 3 billion .5200% $ 0.5 billion .5200%

3 - 6 .4900 25 .4238

6 - 9 .4600 50 .3823

9 - 12 .4300 75 .3626

1 2 - 15 .4000 100 .3512

15 - 18 .3850 125 .3430

1 8 - 21 .3700 150 .3371

21 - 24 .3600 175 .3325

24 - 3 0 .3500 200 .3284

30 - 36 .3450 225 .3249

3 6 - 42 .3400 250 .3219

42 - 48 .3350 275 .3190

48 - 66 .3250 300 .3163

66 - 84 .3200 325 .3137

84 - 102 .3150 350 .3113

102 - 138 .3100 375 .3090

138 - 174 .3050 400 .3067

174 - 210 .3000

2 10 - 24 6 .2950

246 - 282 .2900

282 - 318 .2850

318 - 354 .2800

354 - 390 .2750

Over 390 .2700

The individual fund fee rates for Small Cap Stock, Mid-Cap Stock, and
Large Cap Stock are .35%, .30%, and .30% , respectively. Based on
the average group net assets of the funds advised by FMR for April 1995,
the annual basic fee rate would be calculated as follows:
Group Fee Rate Individual Fund Fee Rate Basic Fee Rate
Small Cap Stock .3166% + .35% = .6666%
Mid-Cap Stock .3166% + .30% = .6166%
Large Cap Stock .3166% + .30% = .6166%
One-twelfth of this annual basic fee rate is applied to each fund's net
assets averaged for the most recent month, giving a dollar amount, which is
the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee is subject to upward or
downward adjustment, depending upon whether, and to what extent, each
fund's investment performance for the performance period exceeds, or is
exceeded by, the record of the Russell 2000 Index (Small Cap Stock), the
S&P MidCap 400(registered trademark) (Mid-Cap Stock), or the S&P 500
(Large Cap Stock) over the same period. The funds' performance periods
commenced on July 1, 1993 (Small Cap Stock), and April 1, 1994
(Mid-Cap Stock). Large Cap Stock's performance period will commence on
July 1, 1995. Starting with the twelfth month, the performance
adjustment takes effect. Each month subsequent to the twelfth month, a new
month is added to the performance period until the performance period
equals 36 months. Thereafter, the performance period consists of the most
recent month plus the previous 35 months. Each percentage point of
difference, calculated to the nearest 1.0% (up to a maximum difference of
(plus/minus)10.00) is multiplied by a performance adjustment rate of .02%.
Thus, the maximum annualized adjustment rate is (plus/minus).20%. This
performance comparison is made at the end of each month. One twelfth (1/12)
of this rate is then applied to each fund's average net assets for the
entire performance period, giving a dollar amount which will be added to
(or subtracted from) the basic fee.
Each fund's performance is calculated based on change in net asset value.
For purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by each fund are treated as if reinvested
in fund shares at the net asset value as of the record date for payment.
The record of each fund's comparative index is based on change in value and
is adjusted for any cash distributions from the companies whose securities
compose each index.
Because the adjustment to the basic fee is based on each fund's performance
compared to the investment record of its comparative index, the controlling
factor is not whether each fund's performance is up or down per se, but
whether it is up or down more or less than the record of its comparative
index. Moreover, the comparative investment performance of each fund is
based solely on the relevant performance period without regard to the
cumulative performance over a longer or shorter period of time.
The table below shows the management fees paid to FMR (including the amount
of the performance adjustment); the dollar amount of negative or positive
performance adjustments; and the net management fee as a percentage of the
funds' average net assets for the periods ending April 30, 1995 and the
period June 28, 1993 through April 30 , 1994 for Small Cap Stock, and
the periods February 1, 1995 through April 30, 1995 and March 29,
1994 through January 31, 1995 for Mid-Cap Stock. Large Cap Stock is
not included in the table because it is a new fund.
Management Fee Management Fee
Including Performance Performance as a % of
Adjustment Adjustment Average Net Assets

SMALL CAP STOCK

1995 $ 3,575,703 (708,057) .56%

1994* $ 3,261,052 n/a .68%+

* From June 28, 1993 (commencement of operations)
+ Annualized
MID-CAP STOCK

April 30, 1995** $ 497,918 23,200 .66%+
January 31, 1995*** $ 321,245 n/a .62%+

** For the fiscal period February 1, 1995 through April 30, 1995.
*** From March 29, 1994 (commencement of operations).
+ Annualized.
FMR may, from time to time, voluntarily reimburse all or a portion of each
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary 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 each fund's total returns and repayment of the
reimbursement by each fund will lower its total returns.
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that each fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating each fund's expenses for purposes of this regulation, each
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of distribution plan expenses (Mid-Cap
Stock and Large Cap Stock only) and custodian fees attributable to
investments in foreign securities.
SUB-ADVISERS. On behalf of the funds, FMR has entered into sub-advisory
agreements with FMR U.K. and FMR Far East. Pursuant to the sub-advisory
agreements, FMR may receive investment advice and research services outside
the United States from the sub-advisers. FMR may also grant the
sub-advisers investment management authority as well as the authority to
buy and sell securities if FMR believes it would be beneficial to the
funds.
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. Under the sub-advisory agreements FMR pays the fees of
FMR U.K. and FMR Far East. For providing non-discretionary investment
advice and research services, FMR pays FMR U.K. and FMR Far East fees equal
to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.
For providing discretionary investment management and executing portfolio
transactions, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
monthly management fee rate (including any performance adjustment) with
respect to each fund's average net assets managed by the sub-adviser on a
discretionary basis.
For providing investment advice and research services, the fees paid to the
sub-advisers on behalf of Small Cap Stock and Mid-Cap Stock for
fiscal 1995 and 1994 were as follows:
SMALL CAP STOCK
Fiscal year FMR U.K. FMR Far East

1995 $ 60 $ 50

1994* $ 12.50 $ 16.30

* From June 28, 1993 (commencement of operations).
MID-CAP STOCK
Fiscal period FMR U.K. FMR Far East

April 30, 1995** $ 3,066 $ 2,306
January 31, 1995*** $ 119 $ 117

** For the fiscal period February 1, 1995 through April 30, 1995.
*** From March 29, 1994 (commencement of operations).
DISTRIBUTION AND SERVICE PLANS (MID-CAP STOCK AND LARGE CAP STOCK)
The Trustees have approved Distribution and Service Plans on behalf
of Mid-Cap Stock and Large Cap Stock (the Plans) pursuant to Rule 12b-1
under the Investment Company Act of 1940 (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 a fund except pursuant to a plan approved on behalf of the fund
under the Rule. The Plans, as approved by the Trustees, allow each fund
and FMR to incur certain expenses that might be considered to constitute
indirect payment by the funds of distribution expenses.
Under each Plan, if the payment of management fees by the fund to FMR is
deemed to be indirect financing by the funds of the distribution of
their shares, such payment is authorized by the Plans. Each Plan also
specifically recognizes that FMR, either directly or through FDC, may use
its management fee revenue, past profits, or other resources, without
limitation, to pay promo tional and administrative expenses in
connection with the offer and sale of shares of the fund. In addition, each
Plan provides that FMR may use its resources, including its management fee
revenues, to make payments to third parties that assist in selling shares
of each fund, or to third parties, including banks, that render
shareholder support services.
The Trustees have not authorized such payments to date.
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of each Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the fund and its shareholders. In particu lar, the Trustees noted that
each Plan does not authorize payments by the fund other than those made to
FMR under its management contract with the fund. To the extent that
each Plan gives FMR and FDC greater flexibility in connection with the
distribution of shares of the fund, additional sales of fund shares may
result. Furthermore, certain shareholder support services may be
pro vided more effectively under each Plan by local entities with
whom shareholders have other relationships.
Mid-Cap Stock's and Large Cap Stock's Plans were approved by FMR, the
then sole shareholder of each fund, on February 24, 1994 and June 5, 1995,
respectively.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law.
Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments under
the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.
C ONTRACTS WITH FMR AFFIL IATES
FSC is transfer, dividend disbursing, and shareholder servicing agent
for each fund. FSC receives annual account fees and asset-based fees for
each retail account and certain institutional accounts based on account
size. In addition, the fees for retail accounts are subject to increase
based on postal rate changes. With respect to certain institutional
retirement accounts, FSC receives asset-based fees only. The asset-based
fees are subject to adjustment if the year-to-date total return of the
Standard & Poor's Composite Index of 500 Stocks is greater than positive or
negative 15%. FSC also collects small account fees from certain accounts
with balances of less than $2,500.
FSC pays out-of-pocket expenses associated with providing transfer agent
services. In addition, FSC bears the expense of typesetting, printing, and
mailing prospectuses, statements of additional information, and all other
reports, notices, and statements to shareholders, with the exception of
proxy statements.
FSC also performs the calculations necessary to determine each fund's net
asset value per share and dividends, and maintains each fund's accounting
records. The annual fee rates for these pricing and bookkeeping services
are based on each fund's average net assets, specifically, .06% for the
first $500 million of average net assets and .03% for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year.
For Small Cap Stock, the table below shows the fees paid to FSC for pricing
and bookkeeping services, including related out-of-pocket expenses during
the fund's last two fiscal periods ended April 30, 1995 and 1994. For
Mid-Cap Stock, the table shows these fees for the fiscal period ended
January 31, 1995 and the fiscal period ended April 30, 1995.
Pricing and Bookkeeping Fees

1995 1994

Small Cap Stock $ 343,221 $ 263,768 *

Mid-Cap Stock $ 4 5,020 **

$ 45,699 ***

* From June 28, 1993 (commencement of operations).
** For the fiscal period February 1, 1995 through April 30, 1995.
*** For the fiscal period March 29, 1994 (commencement of operations)
through January 31, 1995.
For fiscal 1995 and 1994, Small Cap Stock and Mid-Cap Stock had no
securities lending fees.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreements call
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which, for Mid-Cap Stock
and Large Cap Stock, are continuously offered at net asset value.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FMR for Mid-Cap Stock and Large Cap Stock
and by FDC for Small Cap Stock. For the fiscal year ended April 30, 1995,
and the fiscal period June 28, 1993 (commencement of operations) through
April 30, 1994, sales charge revenue paid to FDC on behalf of Small Cap
Stock amounted to $ 1,239,724 and $2,299,056, respectively.
DESCRIPTION OF THE TRUSTS
TRUST ORGANIZATION. Small Cap Stock and Large Cap Stock are funds of
Fidelity Commonwealth Trust, an open-end management investment company
organized as a Massachusetts business trust on November 8, 1974. On April
11, 1975, the trust's name was changed from Fidelity Investors Trust to
Fidelity Thrift Trust. On September 1, 1987, the trust's name was changed
from Fidelity Thrift Trust to Fidelity Intermediate Bond Fund. On February
16, 1990, the trust's name was changed from Fidelity Intermediate Bond Fund
to Fidelity Commonwealth Trust. Currently, there are four funds of the
trust: Fidelity Intermediate Bond Fund, Fidelity Market Index Fund,
Fidelity Small Cap Stock Fund, and Fidelity Large Cap Stock Fund.
Fidelity Mid-Cap Stock Fund is a fund of Fidelity Devonshire Trust, an
open-end management investment company originally organized as a
Massachusetts corporation on December 16, 1965. On March 4, 1985, the trust
was reorganized as a Massachusetts business trust, at which time its name
was changed from Fidelity Equity-Income Fund, Inc. to Fidelity
Equity-Income Fund. On December 19, 1986, the Board of Trustees voted to
change the name of the trust from Fidelity Equity-Income Fund to Fidelity
Devonshire Trust. Currently, there are six funds of the trust: Spartan
Adjustable Rate Government Fund, Fidelity Equity-Income Fund, Fidelity Real
Estate Investment Portfolio, Spartan Long-Term Government Bond Fund,
Fidelity Mid-Cap Stock Fund, and Fidelity Utilities Fund.
Each fund's Declaration of Trust permits the Trustees to create additional
funds.
In the event that FMR ceases to be the investment adviser to a trust or a
fund, the right of a trust or fund to use the identifying name "Fidelity"
may be withdrawn. There is a remote possibility that one fund might become
liable for any misstatement in its prospectus or statement of additional
information about another fund.
The assets of each trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to each trust are to
be allocated in proportion to the asset value of the respective funds,
except where allocations of direct expense can otherwise be fairly made.
The officers of each trust, subject to the general supervision of the Board
of Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of a trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is an entity of the type
commonly known as "Massachusetts business trust." Under Massachusetts law,
shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of a trust. Each 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 each
trust or the Trustees shall include a provision limiting the obligations
created thereby to each trust and its assets. Each Declaration of Trust
provides for indemnification out of each fund's property of any
shareholders held personally liable for the obligations of the fund. Each
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 the 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.
Each Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in each Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value you own. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
trust or a fund may, as set forth in the Declaration of Trust, call
meetings of the trust or a fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of the entire
trust, the purpose of voting on removal of one or more Trustees. The trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and the funds will continue indefinitely. Each fund within either
trust may invest all of its assets in another investment company.
CUSTODIANS. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of Small Cap Stock and Large
Cap Stock. The Chase Manhattan Bank, N.A., 1211 Avenue of the Americas,
New York, New York, is custodian of the assets of Mid-Cap Stock. The
custodians are responsible for the safekeeping of the funds' assets and the
appointment of the subcustodian banks and clearing agencies. The
custodians take no part in determining the investment policies of a fund or
in deciding which securities are purchased or sold by a fund. However, a
fund may invest in obligations of their respective custodian and may
purchase securities from or sell securities to their respective custodian,
Morgan Guaranty Trust Company of New York, The Bank of New York, and
Chemical Bank, each headquartered in New York, also may serve as a special
purpose custodian of certain assets in connection with pooled repurchase
agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various
banks, including banks serving as custodians for certain of the funds
advised by FMR. The Boston branch of Small Cap Stock's and Large Cap
Stock' s custodian leases its office space from an affiliate of FMR at a
lease payment which, when entered into, was consistent with prevailing
market rates. 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.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts serves as each trust's independent accountant. The auditor
examines financial statements for the funds and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
Small Cap Stock's and Mid-Cap Stock's financial statements and
financial highlights for the fiscal period ended April 30, 1995, are
included in each fund's Annual Report, which are separate reports supplied
with this Statement of Additional Information. Each fund's financial
statements and financial highlights are incorporated herein by reference.
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
BAA - Bonds rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds rated Ba are judged to have speculative elements. Their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.
CAA - Bonds rated Caa are of poor standing. Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.
CA - Bonds rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked
short-comings.
C - Bonds rated C are the lowest-rated class of bonds and issued so rated
can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
FIDELITY COMMONWEALTH TRUST
FIDELITY INTERMEDIATE BOND FUND
CROSS REFERENCE SHEET
FORM N-1A

ITEM NUMBER PROSPECTUS SECTION

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 .............................. Cover Page

2 a .............................. Expenses

b, c .............................. Contents; The Fund at a Glance;
Who May Want to Invest

3 a .............................. Financial Highlights

b .............................. *

c, d .............................. Performance

4 a i............................. Charter

ii........................... The Fund at a Glance; Investment
Principles and Risks

b .............................. Investment Principles and Risks

c .............................. Who May Want to Invest; Investment
Principles and Risks

5 a .............................. Charter

b i............................. Cover Page; The Fund at a Glance;
Charter; Doing Business with
Fidelity

ii........................... Charter

iii.......................... Expenses; Breakdown of Expenses

c, d .............................. Charter; Breakdown of Expenses

e .............................. Cover Page; Charter

f .............................. Expenses

g i............................. Charter
.

ii............................ *
..

5 A .............................. Performance

6 a i............................. Charter

ii........................... How to Buy Shares; How to Sell
Shares; Transaction Details;
Exchange Restrictions

iii.......................... Charter

b ............................. *

c .............................. Exchange Restrictions; Transaction
Details

d .............................. *

e .............................. Doing Business with Fidelity; How
to Buy Shares; How to Sell Shares;
Investor Services

f, g .............................. Dividends, Capital Gains, and Taxes

7 a .............................. Charter; Cover Page

b .............................. Expesnes; How to Buy Shares;
Transaction Details

c .............................. *

d .............................. How to Buy Shares

e .............................. *

f .............................. Breakdown of Expenses

8 .............................. How to Sell Shares; Investor
Services; Transaction Details;
Exchange Restrictions

9 .............................. *

</TABLE>

Not applicable
FIDELITY COMMONWEALTH TRUST
FIDLEITY INTERMEDIATE BOND FUND
CROSS REFERENCE SHEET
(CONTINUED)
FORM N-1A

ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

<TABLE>
<CAPTION>
<S> <C> <C> <C>
10, 11 ............................ Cover Page

12 ............................ Description of the Trust

13 a - c ............................ Investment Policies and Limitations

d ............................ Portfolio Transactions

14 a - c ............................ Trustees and Officers

15 a ............................ *

b ............................ Trustees and Officers

c ............................ Trustees and Officers

16 a i ............................ FMR; Portfolio Transactions

ii ............................ Trustees and Officers

iii ............................ Management Contract

b ............................ Management Contract

c, d ............................ Contracts with FMR Affiliates

e ............................ *

f ............................ Distribution and Service Plan

g ............................ *

h ............................ Description of the Trust

i ............................ Contracts with FMR Affiliates

17 a ............................ Portfolio Transactions

b ............................ *

c ............................ Portfolio Transactions

d, e ............................ *

18 a ............................ Description of the Trust

b ............................ *

19 a ............................ Additional Purchase and Redemption
Information

b ............................ Additional Purchase and Redemption
Information; Valuation of Portfolio
Securities

c ............................ *

20 ............................ Distributions and Taxes

21 a, b ............................ Contracts with FMR Affiliates

c ............................ *

22 a, b ............................ Performance

23 ............................ Financial Statements

</TABLE>

* Not Applicable

FIDELITY
INTERMEDIATE BOND
FUND
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing, or a copy of
the Statement of Additional Information (SAI) dated June 22, 1995. The SAI
has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference (legally forms a part of the prospectus).
For a free copy of either document, call Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.

LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
IBF-pro-695
Intermediate Bond seeks high current income by investing mainly in
investment-grade debt securities while maintaining an average maturity of
three to ten years.
PROSPECTUS
(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA 02109JUNE 22, 1995
CONTENTS

KEY FACTS THE FUND AT A GLANCE

WHO MAY WANT TO INVEST

EXPENSES The fund's yearly
operating expenses.

FINANCIAL HIGHLIGHTS A summary
of the fund's financial data.

PERFORMANCE How the fund has
done over time.

THE FUND IN DETAIL CHARTER How the fund is
organized.

INVESTMENT PRINCIPLES AND RISKS
The fund's overall approach to
investing.

BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.

YOUR ACCOUNT DOING BUSINESS WITH FIDELITY

TYPES OF ACCOUNTS Different
ways to set up your account,
including tax-sheltered retirement
plans.

HOW TO BUY SHARES Opening an
account and making additional
investments.

HOW TO SELL SHARES Taking money
out and closing your account.

INVESTOR SERVICES Services to
help you manage your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS, AND
ACCOUNT POLICIES TAXES

TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.

EXCHANGE RESTRICTIONS

KEY FACTS

THE FUND AT A GLANCE
GOAL: High current income. As with any mutual fund, there is no
assurance that the fund will achieve its goal.
STRATEGY: Invests mainly in investment-grade debt securities while
normally maintaining an average maturity of three to ten years.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. Foreign affiliates of FMR may help
choose investments for the fund.
SIZE: As of April 30, 1995, the fund had over $ 2.4 billion in
assets.
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who want high current income from
a portfolio of investment-grade debt securities. A fund's level of risk and
potential reward depend on the quality and maturity of its investments.
With its focus on medium- to high-quality investments and intermediate
maturity, the fund has a moderate risk level and yield potential.
The value of the fund's investments and the income they generate will
vary from day to day, and generally reflect interest rates,
market conditions, and other economic and political news. When you
sell your shares, they may be worth more or less than what you paid for
them. By itself, the fund does not constitute a balanced investment plan.

THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk.
Intermediate Bond is in the
INCOME category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(right arrow) INCOME Seeks income by
investing in bonds.
(solid bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(solid bullet) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell,
or hold shares of a fund. See page 25 for more information about
these fees.
Maximum sales charge on purchases and
reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
Annual account maintenance fee
(for accounts under $2,500) $12.00
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. It also incurs other expenses for services
such as maintaining shareholder records and furnishing shareholder
statements and financial reports. The fund's expenses are factored into its
share price or dividends and are not charged directly to shareholder
accounts (see page ).
The following are projections based on historical expenses, adjusted to
reflect current fees, and are calculated as a percentage of average net
assets.
Management fee .47 %

12b-1 fee None

Other expenses .30%

Total fund operating expenses .77%

After 3 years $ 25

After 5 years $ 43

After 10 years $ 95

These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.

FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by Coopers & Lybrand L.L.P., independent accountants. Their report
on the financial statements and financial highlights is included in the
Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the fund's Statement
of Additional Information.
SELECTED PER-SHARE DATA

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Years Ended April
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
30
A A A A B

Net asset value,
$ 9.83 $ 11.0 $ 11.5 $ 10.0 $ 9.87 $ 9.85 $ 9.69 $ 10.0 $ 10.2 $ 10.7 $ 10.2
beginning of period
0 10 50 40 0 0 0 70 70 00 30

Income from
1.0 85 .922 1.001 .874 .299 .866 .800 .764 .784 .705 I .591
Investment
Operations D
Net investment
income

Net realized and
.837 .498 (.800) (.170) (.020) (.160) .380 .197 .496 (.381) (.074)
unrealized
gain (loss) on
investments

Total from
1.922 1.420 .20 1 .704 .279 .706 1.180 .961 1.280 .324 .517
investment
operations

Less Distributions
(.742) (.660) (1.611 (.874) (.299) (.866) (.800) (.761) (.790) (.704) (.598)
From net investment ) J
income

From net realized
- -- (.220) (.100) -- -- -- -- -- (.060) -- --
gain
on investments

In excess of net
- -- -- -- -- -- -- -- -- -- (.090) (.100)
realized J
gain on investments

Return of capital
- -- -- -- -- -- -- -- -- -- -- (.019)

Total distributions
(.742) (.880) (1.711 (.874) (.299) (.866) (.800) (.761) (.850) (. 794 ) (.717)
)

Net asset value,
$ 11.0 $ 11.5 $ 10.0 $ 9.87 $ 9.85 $ 9.69 $ 10.0 $ 10.2 $ 10.7 $ 10.2 $ 10.0
end of period
10 50 40 0 0 0 70 70 00 30 30

Total return F
20.56 13.28 2.00% 7.22% 2.86 7.24% 12.61 9.82% 12.90 2.93% 5.32%
% % % % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of
$ 244 $ 368 $ 371 $ 504 $ 528 $ 661 $ 878 $ 1,23 $ 1,63 $ 1,78 $ 2,46
period 5 9 2 3
(In millions)

Ratio of expenses
.79% .75% .86% .87% .62% .72% .66% .63% .61% .64% .68%
to average net G
assets C,E

Ratio of expenses to
.79% .75% .86% .87% .62% .72% .66% .65% .66% .64% .68%
average net assets G
before expense
reductions

Ratio of net
10.73 9.27% 9.17% 8.76% 9.35 8.57% 8.05% 7.45% 7.44% 6.88% 6.31%
investment income to
% % G
average net assets

Portfolio turnover
68% 101% 67% 59% 101% 82% 73% 80% 51% 81% 75%
rate H G

</TABLE>

A FOR THE FISCAL YEARS ENDED DECEMBER 31.
B ON APRIL 20, 1989, THE TRUSTEES APPROVED A CHANGE IN THE FUND'S FISCAL
YEAR-END TO APRIL 30. THE FINANCIAL HIGHLIGHTS ARE FOR THE FOUR MONTHS
ENDED APRIL 30.
C DURING THE YEAR ENDED DECEMBER 31, 1988, AND DURING THE 4-MONTH PERIOD
ENDED APRIL 30, 1989, THE FUND'S TRANSFER AGENT VOLUNTARILY WAIVED FEES OF
$.011 AND $.010, RESPECTIVELY, PER SHARE. IF THIS REIMBURSEMENT WAS NOT IN
EFFECT, THE RATIO OF EXPENSES TO AVERAGE NET ASSETS FOR THE YEAR ENDED
DECEMBER 31, 1988 AND THE FOUR MONTHS ENDED APRIL 30, 1989 WOULD HAVE BEEN
.98% AND .95% (ANNUALIZED), RESPECTIVELY.
D FROM JULY 1, 1977 THROUGH AUGUST 31, 1985, DIVIDENDS TO SHAREHOLDERS FROM
NET INTEREST INCOME WERE DECLARED DAILY AND PAID MONTHLY. FOR THE PERIOD
SEPTEMBER 1, 1985 THROUGH AUGUST 31, 1987, DIVIDENDS FROM NET INTEREST
INCOME WERE DECLARED AND PAID ANNUALLY. EFFECTIVE SEPTEMBER 1, 1987,
DIVIDENDS FROM NET INTEREST INCOME ARE DECLARED DAILY AND PAID MONTHLY.
E EFFECTIVE FEBRUARY 1, 1992, FMR VOLUNTARILY AGREED TO REIMBURSE THE
FUND'S MANAGEMENT FEE AT AN ANNUAL RATE OF .07% OF THE FUND'S AVERAGE NET
ASSETS THROUGH DECEMBER 31, 1992. FOR THE PERIODS ENDED APRIL 30, 1993 AND
1992, THE REIMBURSEMENT AMOUNTED TO $643, 372 ($.005 PER SHARE) AND
$254,852 ($.002 PER SHARE), RESPECTIVELY.
F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN AND PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
G ANNUALIZED.
H IN 1985, THE SECURITIES AND EXCHANGE COMMISSION ADOPTED REVISIONS TO
EXISTING RULES WITH RESPECT TO THE CALCULATION OF A PORTFOLIO TURNOVER
RATE. THE REVISED RULES REQUIRE THE INCLUSION IN THE CALCULATION OF
LONG-TERM U.S. GOVERNMENT SECURITIES WHICH, PRIOR TO THESE REVISIONS, WERE
EXCLUDED FROM THE CALCULATIONS.
I EFFECTIVE MAY 1, 1993, THE FUND BEGAN REFLECTING IN NET INVESTMENT INCOME
PER SHARE CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES IN
ACCORDANCE WITH NEW GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
J THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO
TAX DIFFERENCES.
KEY FACTS - CONTINUED

PERFORMANCE
Bond fund performance can be measured as TOTAL RETURN or YIELD. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
UNDERSTANDING
PERFORMANCE
Because this fund invests in
fixed-income securities, its
performance is related to
changes in interest rates.
Funds that hold short-term
bonds are usually less
affected by changes in
interest rates than long-term
bond funds. For that reason,
long-term bond funds typically
offer higher yields and carry
more risk than short-term
bond funds.
(checkmark)
The fund's fiscal year runs from May 1 through April 30. The tables below
show the fund's performance over past fiscal years compared to a measure of
inflation.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods Pas Past Past
ended t 1 5 10
April 30, 1995 yea year year
r s s

Intermediate 5.32 8.64 9.12
Bond % % %

Consumer 3.05 3.34 3.58
Price % % %
Index

CUMULATIVE TOTAL RETURNS
Fiscal periods Pas Past Past
ended t 1 5 10
April 30, 1995 yea year year
r s s

Intermediate 5.32 51.34 139.37
Bond % % %

Consumer 3.05 17.84 42.10
Price % % %
Index

EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUND IN DETAIL

CHARTER
INTERMEDIATE BOND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. In technical terms, the fund
is currently a diversified fund of Fidelity Commonwealth Trust, an open-end
management investment company organized as a Massachusetts business trust
on November 8, 1974.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), in London, England, and Fidelity Management & Research (Far
East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR with foreign
investments.
Michael Gray is manager and vice president of Intermediate Bond, which he
has managed since September 1987. Mr. Gray also manages Advisor Limited
Term Bond, Fidelity Investment Grade Bond, and Spartan Investment Grade
Bond. Mr. Gray joined Fidelity in 1982.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the parent company of FMR, FMR Far East, and FMR U.K. Through
ownership of voting common stock, members of the Edward C. Johnson 3d
family form a controlling group with respect to FMR Corp. Changes may occur
in the Johnson family group, through death or disability, which would
result in changes in each individual family member's holding of stock. Such
changes could result in one or more family members becoming holders of over
25% of the stock. FMR Corp. has received an opinion of counsel that changes
in the composition of the Johnson family group under these circumstances
would not result in the termination of the fund's management or
distribution contracts and, accordingly, would not require a shareholder
vote to continue operation under those contracts.
To carry out the fund's transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that the fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND SEEKS HIGH CURRENT INCOME by investing primarily in fixed-income
obligations of all types. The fund invests in domestic and foreign
investment-grade debt securities and under normal conditions, maintains a
dollar-weighted average maturity of three to ten years. In determining a
security's maturity for purposes of calculating the fund's average
maturity, estimates of the expected time for its principal to be paid may
be used. This can be substantially shorter than its stated final maturity.
The fund may also invest in futures contracts and other derivatives to
adjust its investment exposure.
The fund's yield and share price change daily and are based on
changes in interest rates, market conditions, other economic and
politica l news and on the quality and maturity of its
investments. In general, bond prices rise when interest rates fall, and
vice versa. This effect is usually more pronounced for longer-term
securities. Lower-quality securities offer higher yields, but also carry
more risk. FMR may use various investment techniques to hedge a
portion of the fund's risks, but there is no guarantee that these
strategies will work as intended. When you sell your shares of the
fund , they may be worth more or less than what you paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
investment-grade money market or short-term debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, and strategies FMR may employ in
pursuit of the fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of the fund's policies
and limitations and more detailed information about the fund's investments
are contained in the fund's SAI. Policies and limitations are
considered at the time of purchase; the sale of instruments is not required
in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
fund achieve its goal. Current holdings and recent investment strategies
are detailed in the fund's financial reports which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
Investment-grade debt securities are medium- and high-quality securities.
Some, however, may possess speculative characteristics and may be more
sensitive to economic changes and to changes in the financial condition of
issuers.
RESTRICTIONS: Purchase of a debt security is consistent with the fund's
debt quality policy if it is rated at or above the stated level by Moody's
Investors Service, Inc. or rated in the equivalent categories by Standard &
Poor's Corporation, or is unrated but judged to be of equivalent quality by
FMR. The fund currently intends to limit its investments in debt securities
to those of Baa-quality or above.
MONEY MARKET INSTRUMENTS are high-quality instruments that present minimal
credit risk. They may include U.S. government obligations, commercial paper
and other short-term corporate obligations, and certificates of deposit,
bankers' acceptances, bank deposits, and other financial institution
obligations. These instruments may carry fixed or variable interest rates.
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign
currencies, and securities issued by U.S. entities with substantial foreign
operations may involve additional risks and considerations. These include
risks relating to political or economic conditions in foreign countries,
fluctuations in foreign currencies, withholding or other taxes, operational
risks, increased regulatory burdens, and the potentially less stringent
investor protection and disclosure standards of foreign markets.
Additionally, governmental issuers of foreign securities may be unwilling
to repay principal and interest when due, and may require that the
conditions for payment be renegotiated. All of these factors can make
foreign investments, especially those in developing countries, more
volatile.
ASSET-BACKED AND MORTGAGE SECURITIES include interests in pools of
lower-rated debt securities, or consumer loans or mortgages, or complex
instruments such as collateralized mortgage obligations and stripped
mortgage-backed securities. The value of these securities may be
significantly affected by changes in interest rates, the market's
perception of the issuers, and the creditworthiness of the parties
involved. Some securities may have a structure that makes their reaction to
interest rates and other factors difficult to predict, making their value
highly volatile. These securities may also be subject to prepayment risk.
STRIPPED SECURITIES are the separate income or principal components of a
debt security . Their risks are similar to those of other debt
securities, although they may be more volatile and the value of
certain stripped securities may move in the same direction as
interest rates.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for the fund, or there may be a
requirement that the fund supply additional cash to a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect the fund's yield.
OTHER INSTRUMENTS may include convertible securities and preferred stocks.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer. The fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions,
including Fidelity Brokerage Services, Inc. (FBSI), an affiliate of
FMR, is a means of earning income. This practice could result in a loss or
a delay in recovering the fund's securities. The fund may also lend money
to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval.
The fund seeks a high level of current income by investing primarily in
investment-grade, fixed-income obligations. With respect to 75% of total
assets, the fund may not invest more than 5% of its total assets in any one
issuer. The fund may not invest more than 25% of its total assets in any
one industry. The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets. Loans, in the
aggregate, may not exceed 33% of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn may pay fees to affiliates who provide
assistance with these services. The fund also pays OTHER EXPENSES, which
are explained at right .
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The fee is
calculated by adding a group fee rate to an individual fund fee rate, and
multiplying the result by the fund's average net assets.
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. This rate cannot rise above .37%, and it drops as
total assets under management increase.
For April 1995, the group fee rate was .1539%. The individual fund fee
rate is .30 %. The total management fee rate for fiscal 1995 was
.38%.
UNDERSTANDING THE
MANAGEMENT FEE
The management fee FMR
receives is designed to be
responsive to changes in
FMR's total assets under
management. Building this
variable into the fee
calculation assures
shareholders that they will
pay a lower rate as FMR's
assets under management
increase.
(checkmark)
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East a fee equal to 50% of its
management fee rate with respect to the fund's investments that the
sub-adviser manages on a discretionary basis.
OTHER EXPENSES
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well.

The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling securities loans. In fiscal
1995, the fund paid FSC fees equal to .26% of its average net
assets.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity.
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. It is important to
note, however, that the fund does not pay FMR any separate fees for this
service.
The fund's portfolio turnover rate for fiscal 1995 was 75%. This
rate varies from year to year.
YOUR ACCOUNT

FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds in
the world.
(solid bullet) Number of Fidelity mutual
funds: over 210
(solid bullet) Assets in Fidelity mutual
funds: over $ 275 billion
(solid bullet) Number of shareholder
accounts: over 20 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 200
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations.
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described at right . If there is no application
accompanying this prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity retirement accounts $500
TO ADD TO AN ACCOUNT $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500

<TABLE>
<CAPTION>
<S> <C> <C>
TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to "Fidelity
check payable to Intermediate Bond
"Fidelity Intermediate Fund." Indicate your
Bond Fund." Mail to the fund account number
address indicated on on your check and mail
the application. to the address printed
on your account
statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Wire (wire_graphic) (small solid bullet) Call 1-800-544-7777 to (small solid bullet) Not available for
set up your account retirement accounts.
and to arrange a wire (small solid bullet) Wire to:
transaction. Not Bankers Trust
available for retirement Company,
accounts. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify "Fidelity
Bank Routing Intermediate Bond
#021001033, Fund" and include your
Account #00163053. account number and
Specify "Fidelity your name.
Intermediate Bond
Fund" and include your
new account number
and your name.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages.
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts).
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, or
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
and
(small solid bullet) Any other applicable requirements listed in the table
at right.
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
CHECKWRITING
If you have a checkbook for your account, you may write an unlimited number
of checks. Do not, however, try to close out your account by check.
ACCOUNT TYPE SPECIAL REQUIREMENTS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Check (check_graphic) All account types (small solid bullet) Minimum check: $500.
except retirement (small solid bullet) All account owners must sign
a signature card to receive a
checkbook.

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118

</TABLE>

INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.

24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT
ASSISTANCE
1-800-544-4774
AUTOMATED SERVICE
(checkmark)
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS

FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND

</TABLE>

A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Income dividends are declared
daily and paid monthly. Capital gains are normally distributed in June and
December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options:
9. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
10. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
11. CASH OPTION. You will be sent a check for your dividend and capital
gain distributions.
12. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions will be reinvested at the NAV as of the
date the fund deducts the distribution from its NAV. The mailing of
distribution checks will begin within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
The fund earns interest from
its investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund may
realize capital gains if it sells
securities for a higher price
than it paid for them. These
are passed along as CAPITAL
GAIN DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications.
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
capital gain distribution from its NAV, you will pay the full price for the
shares and then receive a portion of the price back in the form of a
taxable distribution.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on
the fund and its investments and these taxes generally will reduce the
fund's distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
The fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred.
(small solid bullet) You begin to earn dividends as of the first business
day following the day of your purchase.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
YOU MAY BUY OR SELL SHARES OF THE FUND THROUGH A BROKER, who may charge you
a fee for this service. If you invest through a broker or other
institution, read its program materials for any additional service features
or fees that may apply.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you.
(small solid bullet) Shares will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday will
continue to earn dividends until the next business day.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts maintained by FSC
or FBSI which are registered under the same social security number or which
list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. Qualified recipients are securities dealers who have sold
fund shares or others, including banks and other financial institutions,
under special arrangements in connection with FDC's sales activities. In
some instances, these incentives may be offered only to certain
institutions whose representatives provide services in connection with the
sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The exchange limit may be modified for accounts in
certain institutional retirement plans to conform to plan exchange limits
and Department of Labor regulations. See your plan materials for further
information.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.

This prospectus is printed on recycled paper using soy-based inks.
FIDELITY INTERMEDIATE BOND FUND
A FUND OF FIDELITY COMMONWEALTH TRUST
STATEMENT OF ADDITIONAL INFORMATION
JUNE 22, 1995
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated June 22, 1995 ). Please retain
this document for future reference. The fund's financial statements and
financial highlights, included in the Annual Report for the fiscal year
ended April 30 , 1995, are incorporated herein by reference. To
obtain an additional copy of the Prospectus or the Annual Report, please
call Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation of Portfolio Securities

Performance

Additional Purchase and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contract

Distribution and Service Plan

Contracts With FMR Affiliates

Description of the Trust

Financial Statements

Appendix

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corp. ( FDC )
TRANSFER AGENT
Fidelity Service Co. (FSC)
IBF-ptb-695
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) of the fund.
However, except for the fundamental investment limitations set forth below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) 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) 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) act as underwriter (except as it may be deemed such in a sale of
restricted securities);
(5) 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;
(6) 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);
(7) 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);
(8) 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
(9) invest in companies for the purpose of exercising control or
management.
(10) 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.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) 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.
(iii) 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 fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) 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.
(v) The fund does not currently intend to lend assets other than securities
to other parties, except by lending money (up to 7.5% 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) acquiring loans, loan
participations, or other forms of direct debt instruments and, in
connection therewith, assuming any associated unfunded commitments of the
sellers. (This limitation does not apply to purchases of debt securities or
to repurchase agreements.)
(vi) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(vii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(viii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(ix) 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.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
on page .
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission, the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security .
Typically, no interest accrues to the purchaser until the security is
delivered. The fund may receive fees for entering into delayed-delivery
transactions.
When purchasing securities on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodian account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, 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,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
FOREIGN CURRENCY TRANSACTIONS. The fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The fund will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.
The fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by the fund. The fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.
When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if the fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. The fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
The fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if the fund held investments denominated in
Deutschemarks, the fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the fund to assume the risk of fluctuations in the
value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change the fund's investment exposure to changes in
currency exchange rates, and could result in losses to the fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged the fund by selling that currency
in exchange for dollars, the fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, the fund could realize currency losses from the hedge and the
security position at the same time if the two currencies do not move in
tandem. Similarly, if FMR increases the fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the fund or that it will hedge at an appropriate time.
FOREIGN INVESTMENTS. Investing in securities issued by companies or other
issuers whose principal activities are outside the United States may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. In addition,
there is generally less publicly available information about foreign
issuers' financial condition and operations, particularly those not subject
to the disclosure and reporting requirements of the U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing,
and financial reporting requirements and standards of practice comparable
to those applicable to U.S. issuers. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects. The considerations noted above generally are
intensified for investments in developing countries. Developing countries
may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade a small number of securities.
Foreign markets may offer less protection to investors than U.S. markets.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may expose the fund to increased risk
in the event of a failed trade or the insolvency of a foreign
broker-dealer, and may involve substantial delays. In addition, the costs
of foreign investing, including withholding taxes, brokerage commissions
and custodial costs, are generally higher than for U.S. investors. In
general, there is less overall governmental supervision and regulation of
securities exchanges, brokers, and listed companies than in the United
States. It may also be difficult to enforce legal rights in foreign
countries.
The fund may invest in foreign securities that impose restrictions on
transfer within the United States or to U.S. persons. Although securities
subject to such transfer restrictions may be marketable abroad, they may be
less liquid than foreign securities of the same class that are not subject
to such restrictions.
The fund may invest in American Depository Receipts and European Depository
Receipts (ADRs and EDRs), which are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a bank or similar
financial institution. Designed for use in the U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of
the underlying securities in their national markets and currencies.
FUND'S RIGHTS AS A SHAREHOLDER. The fund does not intend to
direct or administer the day-to-day operations of any company. The fund,
however, may exercise its rights as a shareholder and may communicate its
views on important matters of policy to management, the Board of Directors,
and shareholders of a company when FMR determines that such matters could
have a significant effect on the value of the fund's investment in the
company. The activities that the fund may engage in, either individually or
in conjunction with others, may include, among others, supporting or
opposing proposed changes in a company's corporate structure or business
activities; seeking changes in a company's directors or management; seeking
changes in a company's direction or policies; seeking the sale or
reorganization of the company or a portion of its assets; or supporting or
opposing third party takeover efforts. This area of corporate activity is
increasingly prone to litigation and it is possible that the fund could be
involved in lawsuits related to such activities. FMR will monitor such
activities with a view to mitigating, to the extent possible, the risk of
litigation against the fund and the risk of actual liability if the fund is
involved in litigation. No guarantee can be made, however, that litigation
against the fund will not be undertaken or liabilities incurred.
FUTURES AND OPTIONS. The following sections pertain to futures and
options: Asset Coverage for Futures and Options Positions, Combined
Positions, Correlation of Price Changes, Futures Contracts, Futures Margin
Payments, Limitations on Futures and Options Transactions, Liquidity of
Options and Futures Contracts, Options and Futures Relating to Foreign
Currencies, OTC Options, Purchasing Put and Call Options, and Writing Put
and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The fund will comply with
guidelines established by the Securities and Exchange Commission
with respect to coverage of options and futures strategies by mutual funds,
and if the guidelines so require will set aside appropriate liquid assets
in a segregated custodial account in the amount prescribed. Securities held
in a segregated account cannot be sold while the futures or option strategy
is outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of
the fund's assets could impede portfolio management or the fund's ability
to meet redemption requests or other current obligations.
COMBINED POSITIONS. The fund may purchase and write 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, the fund may purchase a put option and write a call option on the
same underlying instrument, in order to 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, in order 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.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly. The fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests ,
which involves a risk that the options or futures position will not track
the performance of the fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well. Options and 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 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. The fund may purchase or
sell options and 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 the fund's options or 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.
FUTURES CONTRACTS. When the fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Bond Buyer Municipal Bond Index. Futures can
be held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
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 the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument 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. Initial margin deposits are typically equal to a percentage of the
contract's value. 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. The party that has a gain may
be 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 the fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the 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.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, the fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures
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 options and 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 for the fund
to enter into new positions or close out existing positions. If the
secondary 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 the fund to continue to hold a
position until delivery or expiration regardless of changes in its value.
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (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 fund greater flexibility to tailor an option to its needs, OTC
options generally involve greater credit risk than exchange-traded options,
which are guaranteed by the clearing organization of the exchanges where
they are traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the fund
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 fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. The fund 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.
The buyer of a typical put option can expect to realize a gain if security
prices fall 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
paid, plus related transaction costs).
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 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 security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return
for receipt of the premium, the fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. The fund may seek to terminate its
position in a put option it writes 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 the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain 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 security prices fall, 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.
Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, 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 mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument 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.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, non-government stripped fixed-rate
mortgage-backed securities, and over-the-counter options. Also, FMR may
determine some restricted securities, government-stripped fixed-rate
mortgage-backed securities, loans and other direct debt instruments,
emerging market securities, and swap agreements to be illiquid. However,
with respect to over-the-counter options the fund writes, all or a portion
of the value of the underlying instrument may be illiquid depending on the
assets held to cover the option and the nature and terms of any agreement
the fund may have to close out the option before expiration.
In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. 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 was invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
INDEXED SECURITIES. The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are 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. Indexed securities may
be more volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an
exemptive order issued by the SEC, the fund has received permission to lend
money to, and borrow money from, other funds advised by FMR or its
affiliates. 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 fund will lend through the program only when the returns are
higher than those available from other short-term instruments (such as
repurchase agreements), and will borrow through the program only when the
costs are equal to or lower than the cost of bank loans. A 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.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts
owed by a corporate, governmental, or other borrower to another party. They
may represent amounts owed to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve a risk
of loss in case of default or insolvency of the borrower and may offer less
legal protection to the fund in the event of fraud or misrepresentation. In
addition, loan participations involve a risk of insolvency of the lending
bank or other financial intermediary. Direct debt instruments may also
include standby financing commitments that obligate the fund to supply
additional cash to the borrower on demand.
MORTGAGE-BACKED SECURITIES. The fund may purchase mortgage-backed
securities issued by government and non-government entities such as banks,
mortgage lenders, or other financial institutions. A mortgage-backed
security may be 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-backed securities, such as collateralized mortgage obligations or
CMOs, make payments of both principal and interest at a variety of
intervals; others make semiannual interest payments at a predetermined rate
and repay principal at maturity (like a typical bond). Mortgage-backed
securities are based on different types of mortgages including those on
commercial real estate or residential properties. Other types of
mortgage-backed securities will likely be developed in the future, and the
fund may invest in them if FMR determines they are consistent with the
fund's investment objective and policies.
The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
REPURCHASE AGREEMENTS In a repurchase agreement, the fund
purchases a security and simultaneously commits 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. The
securities purchased by the fund are used to collateralize the repurchase
obligation. As such, they are held in an account of the fund at a bank,
marked-to-market daily, and maintained at a value at least equal to the
sale price plus the accrued incremental amount. While it does not presently
appear possible to eliminate all risks from these transactions
(particularly the possibility that the value of the underlying security
will be less than the resale price, as well as delays and costs to the fund
in connection with bankruptcy proceedings), it is the fund's current policy
to engage in repurchase agreement transactions with parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund 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 fund 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, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SECURITIES LENDING. The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs. Rising interest rates can have the opposite effect.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. The fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund. If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. The fund expects to be able to eliminate
its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If the fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
VARIABLE OR FLOATING RATE OBLIGATIONS bear variable or floating interest
rates and carry rights that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. Floating rate instruments have interest rates
that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specified periodic adjustment in
the interest rate. These formulas are designed to result in a market value
for the instrument that approximates its par value.
ZERO COUPON BONDS. Zero coupon bonds do not make interest payments;
instead, they are sold at a deep 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 very volatile when interest rates
change. In calculating its dividends, the fund takes into account as income
a portion of the difference between a zero coupon bond's purchase price and
its face value.
A broker-dealer creates a DERIVATIVE ZERO by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zeros.
The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities. Bonds issued by the Resolution Funding
Corporation (REFCORP) and the Financing Corporation (FICO) can also be
separated in this fashion. ORIGINAL ISSUE ZEROS are zero coupon securities
originally issued by the U.S. government, a government agency, or a
corporation in zero coupon form.
PORTFOLIO TRANSACTIONS
All 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. If FMR grants investment management authority to the sub-advisers
(see the section entitled "Management Contract"), the sub-advisers are
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described below.
FMR is also responsible for the placement of transaction orders for other
investment companies and accounts for which it or its affiliates act as
investment adviser. In selecting broker-dealers, subject to applicable
limitations of the federal securities laws, FMR considers various relevant
factors, including, but not limited to: the size and type of the
transaction; the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability, and
financial condition of the broker-dealer firm; the broker-dealer's
execution services rendered on a continuing basis; and the reasonableness
of any commissions. Commissions for foreign investments traded on foreign
exchanges generally will be higher than for U.S. investments and may not be
subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the
availability of securities or the purchasers or sellers of securities .
In addition, such broker-dealers may furnish analyses and
reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy, and performance of accounts; effect
securities transactions , and perform functions incidental
thereto (such as clearance and settlement). The selection of such
broker-dealers generally is made by FMR (to the extent possible consistent
with execution considerations) based upon the quality of research and
execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund . The receipt of such research has not reduced FMR's
normal independent research activities; however, it enables FMR to avoid
the additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted to an unlimited liability company and assumed the name FBS. Prior
to September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal periods ended April 30 , 1995 and 1994, the fund's
portfolio turnover rates were 75% and 81%, respectively.
For fiscal 1995, 1994, and 1993, the fund paid no brokerage commissions.
During fiscal 1995, the fund paid no fees to brokerage firms that provided
research services.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Securities and other assets for which market quotations are readily
available are valued at market values determined by their most recent bid
prices (sales prices if the principal market is an exchange) in the
principal market in which such securities normally are traded. Securities
and other assets for which market quotations are not readily available
(including restricted securities, if any) are appraised at their fair value
as determined in good faith under consistently applied procedures under the
general supervision of the Board of Trustees.
Securities may also be valued on the basis of valuations furnished by a
pricing service that uses both dealer-supplied valuations and evaluations
based on expert analysis of market data and other factors if such
valuations are believed to reflect more accurately the fair value of such
securities. Use of a pricing service has been approved by the Board of
Trustees. There are a number of pricing services available, and the
Trustees, or officers acting on behalf of the Trustees, on the basis of
ongoing evaluation of these pricing services, may use other pricing
services or may discontinue the use of any pricing service in whole or in
part.
Securities not valued by the pricing service, and for which quotations are
readily available, are valued at market values determined on the basis of
their latest available bid prices as furnished by recognized dealers in
such securities. Futures contracts and options are valued on the basis of
market quotations, if available.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's share price, yield, and total return
fluctuate in response to market conditions and other factors, and the value
of fund shares when redeemed may be more or less than their original cost.
YIELD CALCULATIONS. Yields for the fund are computed by dividing the fund's
interest income for a given 30-day or one-month period, net of expenses, by
the average number of shares entitled to receive distributions during the
period, dividing this figure by the fund's net asset value (NAV) at the end
of the period, and annualizing the result (assuming compounding of income)
in order to arrive at an annual percentage rate. Income is calculated for
purposes of yield quotations in accordance with standardized methods
applicable to all stock and bond funds. In general, interest income is
reduced with respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and is
increased with respect to bonds trading at a discount by adding a portion
of the discount to daily income. For the fund's investments denominated in
foreign currencies, income and expenses are calculated first in their
respective currencies, and are then converted to U.S. dollars, either when
they are actually converted or at the end of the 30-day or one month
period, whichever is earlier. Capital gains and losses generally are
excluded from the calculation as are gains and losses from currency
exchange rate fluctuations.
Income calculated for the purposes of calculating the fund's yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, the fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in
the fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period. For example,
a cumulative total return of 100% over ten years would produce an average
annual return of 7.18%, which is the steady annual rate of return that
would equal 100% growth on a compounded basis in ten years. While average
annual returns are a convenient means of comparing investment alternatives,
investors should realize that the fund's performance is not constant over
time, but changes from year to year, and that average annual returns
represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted
on a before-tax or after-tax basis. Total returns, yields, and other
performance information may be quoted numerically or in a table, graph, or
similar illustration.
NET ASSET VALUE. Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return. Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
HISTORICAL FUND RESULTS. The following tables show the fund's yields and
total returns for periods ended April 30, 1995 .

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
30-Day One Five Ten One Five Ten
Yield Year Years Years Year Years Years

Intermediate
Bond 6.33% 5.32% 8.64% 9.12% 5.32% 51.34% 139.37%

</TABLE>

The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard & Poor's Composite Index of 500 Stocks (S&P 500), the Dow
Jones Industrial Average (DJIA), and the cost of living (measured by the
Consumer Price Index, or CPI) over the same period. The CPI information is
as of the month end closest to the initial investment date for each fund.
The S&P 500 and DJIA comparisons are provided to show how the fund's total
return compared to the record of a broad average of common stocks and a
narrower set of stocks of major industrial companies, respectively, over
the same period. Of course, since the fund invests in fixed-income
securities, common stocks represent a different type of investment from the
fund. Common stocks generally offer greater growth potential than the fund,
but generally experience greater price volatility, which means greater
potential for loss. In addition, common stocks generally provide lower
income than a fixed-income investment such as the fund. Figures for the S&P
500 and DJIA are based on the prices of unmanaged groups of stocks and,
unlike the fund's returns, do not include the effect of paying brokerage
commissions or other costs of investing.
During the ten year period ended April 30 , 1995, a hypothetical
$10,000 investment in Intermediate Bond would have grown to $23,937,
assuming all distributions were reinvested. This was a period of
fluctuating interest rates and bond prices and the figures below should not
be considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
FIDELITY INTERMEDIATE BOND FUND INDICES

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Year Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
April 30 $10,000 Dividend Capital Gain
Investment Distributions Distributions

1986 $ 11,968 $ 437 $ 0 $ 12,404 $ 13,626 $ 14,771 $ 10,159

1987 $ 10,882 $ 1,718 $ 345 $ 12,945 $ 17,240 $ 19,580 $ 10,543

1988 $ 10,203 $ 3,262 $ 323 $ 13,788 $ 16,123 $ 17,985 $ 10,954

1989 $ 9,990 $ 4,443 $ 316 $ 14,749 $ 19,817 $ 22,193 $ 11,515

1990 $ 9,828 $ 5,678 $ 311 $ 15,817 $ 21,910 $ 25,310 $ 12,058

1991 $ 10,213 $ 7,274 $ 323 $ 17,811 $ 25,768 $ 28,574 $ 12,647

1992 $ 10,416 $ 8,813 $ 330 $ 19,559 $ 29,388 $ 34,278 $ 13,050

1993 $ 10,852 $ 10,764 $ 466 $ 22,082 $ 32,107 $ 36,033 $ 13,471

1994 $ 10,375 $ 11,725 $ 628 $ 22,728 $ 33,816 $ 39,790 $ 13,789

1995 $ 10,172 $ 12,950 $ 815 $ 23,937 $ 39,720 $ 47,974 $ 14,210

</TABLE>

Explanatory Notes: With an initial investment of $10,000 made on April
30, 1985, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to $24,143.
If distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash payments
for the period would have amounted to $8,480 for dividends and $568 for
capital gains distributions. Tax consequences of different investments have
not been factored into the above figures.
The fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds. These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. Lipper may also rank funds based on yield. In addition to the
mutual fund rankings, the fund's performance may be compared to stock,
bond, and money market mutual fund performance indices prepared by Lipper
or other organizations. When comparing these indices, it is important to
remember the risk and return characteristics of each type of investment.
For example, while stock mutual funds may offer higher potential returns,
they also carry the highest degree of share price volatility. Likewise,
money market funds may offer greater stability of principal, but generally
do not offer the higher potential returns from stock mutual funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
The fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
The fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC/Donoghue's MONEY FUND AVERAGES(trademark) (All
Taxable), which is reported in the MONEY FUND REPORT(registered trademark),
covers over 965 taxable money market funds. The Bond Fund Report
AverageS(trademark)/All Taxable, which is reported in the BOND FUND
REPORT(registered trademark), covers over 550 taxable bond funds.
When evaluating comparisons to money market funds, investors should
consider the relevant differences in investment objectives and policies.
Specifically, money market funds invest in short-term, high-quality
instruments and seek to maintain a stable $1.00 share price. The fund,
however, invests in longer-term instruments and its share price changes
daily in response to a variety of factors.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college or other
goals; charitable giving; and the Fidelity credit card. In addition,
Fidelity may quote or reprint financial or business publications and
periodicals, including model portfolios or allocations, as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the desirability
of owning a particular mutual fund, and Fidelity services and products.
Fidelity may also reprint, and use as advertising and sales literature,
articles from Fidelity Focus, a quarterly magazine provided free of charge
to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. The fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, the fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a program,
an investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of April 30 , 1995, FMR advised over $24 billion in tax-free
fund assets, $70 billion in money market fund assets, $180 billion in
equity fund assets, $43 billion in international fund assets, and $21
billion in Spartan fund assets. The fund may reference the growth and
variety of money market mutual funds and the adviser's innovation and
participation in the industry. The equity funds under management figure
represents the largest amount of equity fund assets under management by a
mutual fund investment adviser in the United States, making FMR America's
leading equity (stock) fund manager. FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the purpose
of researching and managing investments abroad.
In addition to performance rankings, each fund may compare its total
expense ratio to the average total expense ratio of similar funds tracked
by Lipper. A fund's total expense ratio is a significant factor in
comparing bond and money market investments because of its effect on yield.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1995: New Year's
Day (observed), President's Day (observed), Good Friday, Memorial Day
(observed), Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day. Although FMR expects the same holiday schedule to be observed in the
future, the NYSE may modify its holiday schedule at any time. In addition,
the fund will not process wire purchases and redemptions on days when the
Federal Reserve Wire System is closed.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, the fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of the fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
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.
Short-term capital gains are distributed as dividend income, but do not
qualify for the dividends-received deduction. A portion of the fund's
dividends derived from certain U.S. government obligations may be exempt
from state and local taxation. Gains (losses) attributable to foreign
currency fluctuations are generally taxable as ordinary income, and
therefore will increase (decrease) dividend distributions. As a
consequence, FMR may adjust the fund's income distributions to reflect the
effect of currency fluctuations. However, if foreign currency losses exceed
the fund's net investment income during a taxable year, all or a portion of
the distributions made in the same taxable year would be recharacterized as
a return of capital to shareholders, thereby reducing each shareholder's
cost basis in his or her fund. The fund will send each shareholder a notice
in January describing the tax status of dividend and capital gain
distributions for the prior year.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of the fund, and such shares are held
six months or less and are sold at a loss, the portion of the loss equal to
the amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
the fund are taxable to shareholders as dividends, not as capital gains.
As of April 30 , 1995, the fund hereby designates approximately
$3,086,000 as a capital gain dividend for the purpose of the dividend-paid
deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of the
fund's total assets are invested in securities of foreign issuers, the fund
may elect to pass through foreign taxes paid and thereby allow shareholders
to take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes 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. The fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares.
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains. Generally, the fund will
elect to mark-to-market any PFIC shares. Unrealized gains will be
recognized as income for tax purposes and must be distributed to
shareholders as dividends.
The fund is treated as a separate entity from the other funds of Fidelity
Commonwealth Trust for tax purposes.
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. 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.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. Through ownership of voting common stock and the execution of a
shareholders' voting agreement, Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and
participation in initial public offerings is prohibited. In addition,
restrictions on the timing of personal investing in relation to trades by
Fidelity funds and on short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
Investment Company Act of 1940) by virtue of their affiliation with either
the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (64), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc. (1989), Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD (53), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX (62), 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
a consultant to Western Mining Corporation (1994). Prior to February 1994,
he was President of Greenhill Petroleum Corporation (petroleum exploration
and production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) and CH2M Hill Companies (engineering). In addition, he served on the
Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), P.O. Box 264, Bridgehampton, NY, Trustee (1992).
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she is a member of the President's
Advisory Council of The University of Vermont School of Business
Administration.
RICHARD J. FLYNN (71), 77 Fiske Hill, Sturbridge, MA, Trustee, is a
financial consultant. Prior to September 1986, Mr. Flynn was Vice Chairman
and a Director of the Norton Company (manufacturer of industrial devices).
He is currently a Trustee of College of the Holy Cross and Old Sturbridge
Village, Inc., and he previously served as a Director of Mechanics Bank
(1971-1995).
E. BRADLEY JONES (67), 3881-2 Lander Road, Chagrin Falls, OH, Trustee
(1990). Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company. He is a Director of TRW Inc.
(original equipment and replacement products), Cleveland-Cliffs Inc.
(mining), Consolidated Rail Corporation, Birmingham Steel Corporation, and
RPM, Inc. (manufacturer of chemical products, 1990) and he previously
served as a Director of NACCO Industries, Inc. (mining and marketing,
1985-1995) and Hyster-Yale Materials Handling, Inc. (1985-1995). In
addition, he serves as a Trustee of First Union Real Estate Investments, a
Trustee and member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (62), One Harborside, 680 Steamboat Road, Greenwich, CT,
Trustee, is Executive-in-Residence (1995) at Columbia University Graduate
School of Business and a financial consultant. From 1987 to January 1995,
Mr. Kirk was a Professor at Columbia University Graduate School of
Business. Prior to 1987, he was Chairman of the Financial Accounting
Standards Board. Mr. Kirk is a Director of General Re Corporation
(reinsurance), and he previously served as a Director of Valuation Research
Corp. (appraisals and valuations, 1993-1995). In addition, he serves as
Vice Chairman of the Board of Directors of the National Arts Stabilization
Fund, Vice Chairman of the Board of Trustees of the Greenwich Hospital
Association, and as a Member of the Public Oversight Board of the American
Institute of Certified Public Accountants' SEC Practice Section (1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman of FMR (1992). Prior
to his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH (65), 135 Aspenwood Drive, Cleveland, OH, Trustee
(1989), is Chairman of G.M. Management Group (strategic advisory services).
Prior to his retirement in July 1988, he was Chairman and Chief Executive
Officer of Leaseway Transportation Corp. (physical distribution services).
Mr. McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
EDWARD H. MALONE (70), 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN (62), 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS (66), 21st Floor, 191 Peachtree Street, N.E., Atlanta,
GA, Trustee, is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc. (1989), and AppleSouth, Inc. (restaurants,
1992).
MICHAEL GRAY (38) is manager and Vice President of Intermediate Bond, which
he has managed since September 1987. Mr. Gray also manages Advisor Limited
Term Bond, Fidelity Investment Grade Bond, and Spartan Investment Grade
Bond. Mr. Gray joined Fidelity in 1982.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
STEPHEN P. JONAS (42), Treasurer (1995), is Treasurer and Vice President of
FMR (1993). Mr. Jonas is also Treasurer of FMR Texas Inc. (1994), Fidelity
Management & Research (U.K.) Inc. (1994), and Fidelity Management &
Research (Far East) Inc. (1994). Prior to becoming Treasurer of FMR, Mr.
Jonas was Senior Vice President, Finance - Fidelity Brokerage Services,
Inc. (1991-1992) and Senior Vice President, Strategic Business Systems -
Fidelity Investments Retail Marketing Company (1989-1991).
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity Funds, Mr.
Rush was Chief Compliance of Officer of FMR Corp. (1993-1994); Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993); and
Vice President, Assistant Controller, and Director of the Accounting
Department - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current Trustee of the fund for his or her services as trustee for the
fiscal year ended April 30, 1995.
COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustees Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits Upon Compensation
from Benefits Accrued Retirement from from the Fund
the Fund as Part of Fund the Fund Complex*
Expenses from the Complex*
Fund Complex*

J. Gary Burkhead ** $ 0 $ 0 $ 0 $ 0

Ralph F. Cox 955 5,200 52,000 125,000

Phyllis Burke Davis 921 5,200 52,000 122,000

Richard J. Flynn 1,191 0 52,000 154,500

Edward C. Johnson 3d ** 0 0 0 0

E. Bradley Jones 956 5,200 49,400 123,500

Donald J. Kirk 956 5,200 52,000 125,000

Peter S. Lynch ** 0 0 0 0

Gerald C. McDonough 956 5,200 52,000 125,000

Edward H. Malone 967 5,200 44,200 128,000

Marvin L. Mann 943 5,200 52,000 125,000

Thomas R. Williams 944 5,200 52,000 126,500

</TABLE>

* Information is as of December 31, 1994 for 206 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.
On April 30, the Trustees and officers of the fund owned, in the aggregate,
less than 1 % of the fund's total outstanding shares. Also, as of
that date, the AT&T Long Term Savings Plan for Management Employees, c/o
AT&T Corp., One Speedwell Avenue, East Tower, Morristown, NJ, was known by
the fund to own of record or beneficially approximately 5.13% of the fund's
total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs 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 and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all of its expenses, without limitation, that are not
assumed by those parties. The fund pays for the typesetting, printing,
and mailing of its proxy materials to shareholders, legal expenses, and the
fees of the custodian, auditor and non-interested Trustees. Although the
fund's current management contract provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders, the trust, on behalf
of the fund has entered into a revised transfer agent agreement with FSC,
pursuant to which FSC bears the costs of providing these services to
existing shareholders. Other expenses paid by the fund include interest,
taxes, brokerage commissions, and the fund's proportionate share of
insurance premiums and Investment Company Institute dues. The fund is also
liable for such non-recurring expenses as may arise, including costs of any
litigation to which the fund may be a party, and any obligation it may have
to indemnify its officers and Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated December
1, 1994, which was approved by shareholders on November 16, 1994.
For the services of FMR under the contract, the fund pays FMR a monthly
management fee composed of the sum of two elements: a group fee rate and an
individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts
and is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown below on the left. The schedule below on the right shows the
effective annual group fee rate at various asset levels, which is the
result of cumulatively applying the annualized rates on the left. For
example, the effective annual fee rate at $264 billion of group net assets
- - the approximate level for April 1995 - was .1539%, which is the weighted
average of the respective fee rates for each level of group net assets up
to $264 billion.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

$ 0 - 3 billion .3700% $ 0.5 billion .3700%

3 - 6 .3400 25 .2664

6 - 9 .3100 50 .2188

9 - 12 .2800 75 .1986

12 - 15 .2500 100 .1869

15 - 18 .2200 125 .1793

18 - 21 .2000 150 .1736

21 - 24 .1900 175 .1695

24 - 30 .1800 200 .1658

30 - 36 .1750 225 .1629

36 - 42 .1700 250 .1604

42 - 48 .1650 275 .1583

48 - 66 .1600 300 .1565

66 - 84 .1550 325 .1548

84 - 120 .1500 350 .1533

120 - 174 .1450 400 .1507

174 - 228 .1400

228 - 282 .1375

282 - 336 .1350

Over 336 .1325

Prior to December 1, 1994, the group fee rate was based on a
schedule with breakpoints ending at .1500% for average group assets in
excess of $84 billion. The group fee rate breakpoints shown above for
average group assets in excess of $120 billion and under $228 billion were
voluntarily adopted by FMR on January 1, 1992. The additional breakpoints
shown above for average group assets in excess of $228 billion were
voluntarily adopted by FMR on November 1, 1993.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Annualized Group Net Effective Annual
Assets Rate Assets Fee Rate

$ 120 - 156 billion .1450% $150 billion .1736%

156 - 192 .1400 175 .1690

192 - 228 .1350 200 .1652

228 - 264 .1300 225 .1618

264 - 300 .1275 250 .1587

300 - 336 .1250 275 .1560

336 - 372 .1225 300 .1536

Over 372 .1200 325 .1514

350 .1494

375 .1476

400 .1459

The individual fund fee rate is .30%. Based on the average group net
assets of the funds advised by FMR for April 1995, the annual management
fee rate would be calculated as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Group Fee Rate Individual Fund Fee Rate Management Fee Rate

.1539% + .30% = .4539%

</TABLE>

Prior to December 1, 1994, the individual fund fee rate was .15%.
One-twelfth of this annual management fee rate is applied to the fund's net
assets averaged for the most recent month, giving a dollar amount, which is
the fee for that month.
During the fiscal years ended April 30, 1995, 1994 and 1993, FMR received
$7,858,000, $5,579,000 and $4,589,000, respectively, for its services as
investment adviser to the fund. These fees were equivalent to .38%, .31%,
and .32%, respectively, of the average net assets of the fund for each of
those years.
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary 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 total returns and yield and repayment of
the reimbursement by the fund will lower its total returns and yield.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses and
custodian fees attributable to investments in foreign securities.
SUB-ADVISERS. FMR has entered into sub-advisory agreements with FMR U.K.
and FMR Far East. Pursuant to the sub-advisory agreements, FMR may receive
investment advice and research services outside the United States from the
sub-advisers. FMR may also grant the sub-advisers investment management
authority as well as the authority to buy and sell securities if FMR
believes it would be beneficial to the fund.
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. Under the sub-advisory agreements FMR pays the fees of
FMR U.K. and FMR Far East. For providing non-discretionary investment
advice and research services, FMR pays FMR U.K. and FMR Far East fees equal
to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.
For providing discretionary investment management and executing portfolio
transactions, FMR pays FMR U.K. and FMR Far East a fee equal to 50%
of its monthly management fee rate with respect to the fund's average
net assets managed by the sub-adviser on a discretionary basis.
For the fiscal years ended 1995, 1994, and 1993, no fees were paid by
FMR to FMR U.K. or FMR Far East on behalf of the fund.
DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of
the fund (the Plan) pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (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 a fund except
pursuant to a plan approved on behalf of the fund under the Rule. The Plan,
as approved by the Trustees, allows 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 also specifically
recognizes that FMR, either directly or through FDC, may use its management
fee revenue, past profits, or other resources, without limitation, to pay
promotional and administrative expenses in connection with the offer and
sale of shares of the fund. In addition, the Plan provides that FMR may use
its resources, including its management fee revenues, to make payments to
third parties that assist in selling shares of the fund, or to third
parties, including banks, that render shareholder support services.
There were no payments made by FMR to third parties during the fiscal year
ended April 30, 1995.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
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 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 fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plan by local entities with whom shareholders have
other relationships.
The Plan was approved by shareholders of the fund on November 19, 1986.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law.
The fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plan. No
preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
FSC is transfer, dividend disbursing, and shareholder servicing
agent for the fund. FSC receives annual account fees and asset-based
fees for each retail account and certain institutional accounts based on
account size. In addition, the fees for retail accounts are subject to
increase based on postal rate changes. With respect to certain
institutional retirement accounts, FSC receives asset-based fees only. FSC
also collects small account fees from certain accounts with balances of
less than $2,500.
F SC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FSC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional information,
and all other reports, notices, and statements to shareholders, with the
exception of proxy statements.
F SC also performs the calculations necessary to determine the
fund's net asset value per share and dividends, and maintain s the
fund's accounting records. The annual fee rates for these
pricing and bookkeeping services are based on the fund's average net
assets, specifically, .04% for the first $500 million of average net assets
and .02% for average net assets in excess of $500 million. The fee is
limited to a minimum of $45,000 and a maximum of $750,000 per year. Pricing
and bookkeeping fees, including related out-of-pocket expenses, paid to FSC
for fiscal 1995, 1994, and 1993 were $530,000, $466,000, and $415,000,
respectively.
FSC also receives fees for administering the fund's securities lending
program. Securities lending fees are based on the number and duration of
individual securities loans. Securities lending fees for fiscal 1995
were $34,000. In fiscal 1994 and 1993 the fund received no securities
lending fees.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, 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 net
asset value. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Intermediate Bond Fund is a fund of Fidelity
Commonwealth Trust, an open-end management investment company organized as
a Massachusetts business trust on November 8, 1974. On April 11, 1975, the
trust's name changed from Fidelity Investors Trust to Fidelity Thrift
Trust. On August 31, 1987, the trust's name was changed to Fidelity
Intermediate Bond Fund, and on February 16, 1990, the trust's name was
changed to Fidelity Commonwealth Trust. Currently, there are three funds of
the trust: Fidelity Intermediate Bond Fund, Fidelity Market Index Fund, and
Fidelity Small Cap Stock Fund. The Declaration of Trust permits the
Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is an entity of the type
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 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 include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. 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.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value of
net asset value you own. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
trust or a fund may, as set forth in the Declaration of Trust, call
meetings of the trust or a fund for any purpose related to the trust or
fund, as the case may be, including, in the case of a meeting of the entire
trust, the purpose of voting on removal of one or more Trustees. The trust
or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and its funds will continue indefinitely. Each fund may invest
all of its assets in another investment company.
CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of the fund. The custodian is responsible
for the safekeeping of a fund's assets and the appointment of the
subcustodian banks and clearing agencies. The custodian takes no part in
determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian. Morgan Guaranty Trust Company of New York and
Chemical Bank, each headquartered in New York, also may serve as a special
purpose custodian of certain assets in connection with pooled repurchase
agreement transactions.
FMR, its officers and directors, its affiliated companies, and 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.
AUDITOR. Coopers & Lybrand, L.L.P., One Post Office Square, Boston,
Massachusetts serves as the trust's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended April 30, 199 5 are included in the fund's Annual Report,
which is a separate report supplied with this Statement of Additional
Information. The fund's financial statements and financial highlights are
incorporated herein by reference.
APPENDIX
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value of
each investment by the number of days remaining to its maturity, adding
these calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
For example, 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.
Also, the maturities of mortgage-backed securities and some asset-backed
securities, such as collateralized mortgage obligations, 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 expected principal payments during the life of the mortgage.
The weighted average life of these securities is likely to be substantially
shorter than their stated final maturity.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND
RATINGS:
AAA - Bonds rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
AA - Bonds rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and
are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
BAA - Bonds rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through Baa in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND
RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal
is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher-rated issues only in small
degree.
A - Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions.
BBB - Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
The ratings from AA to BBB may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) 1. Financial Statements and Financial Highlights, included in
Fidelity Intermediate Bond Fund's Annual Report for the fiscal year ended
April 30, 1995 are incorporated by reference to the fund's Statement of
Additional Information and were filed on June 14, 1995 for Fidelity
Commonwealth Trust (File No. 811-2546) pursuant to Rule 30d-1 under the
Investment Company Act of 1940 and are incorporated herein by reference.
2. Financial Statements and Financial Highlights, included in Fidelity
Market Index Fund's Annual Report for the fiscal year ended April 30, 1995
are incorporated by reference to the fund's Statement of Additional
Information and were filed on June 14, 1995 for Fidelity Commonwealth Trust
(File No. 811-2546) pursuant to Rule 30d-1 under the Investment Company Act
of 1940 and are incorporated herein by reference.
3. Financial Statements and Financial Highlights, included in Fidelity
Small Cap Stock Fund's Annual Report for the fiscal year ended April 30,
1995 are incorporated by reference to the fund's Statement of Additional
Information and were filed on June 14, 1995 for Fidelity Commonwealth Trust
(File No. 811-2546) pursuant to Rule 30d-1 under the Investment Company Act
of 1940 and are incorporated herein by reference.
(b) Exhibits:
1. Amended and Restated Declaration of Trust, dated June 16, 1994, is
incorporated herein by reference to Exhibit 1(a) to Post-Effective
Amendment No. 53.
2. Bylaws of Trust, as amended, are incorporated herein by reference to
Exhibit 2(a) to Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
3. Not applicable.
4. Not applicable.
5. (a) Management Contract, dated December 1, 1994, between Fidelity
Commonwealth Trust, on behalf of Fidelity Intermediate Bond Fund, and
Fidelity Management & Research Company is incorporated herein by reference
to Exhibit 5(a) to Post-Effective Amendment No. 56.
(b) Management Contract, dated February 15, 1990, between Fidelity
Commonwealth Trust, on behalf of Fidelity Market Index Fund (formerly
Spartan Market Index Fund), and Fidelity Management & Research Company is
filed herein as Exhibit 5(b).
(c) Management Contract, dated November 1, 1994, between Fidelity
Commonwealth Trust, on behalf of Fidelity Small Cap Stock Fund, and
Fidelity Management & Research Company is incorporated herein by reference
to Exhibit 5(c) to Post-Effective Amendment No. 56.
(d) Management Contract, dated May 18, 1995, between Fidelity
Commonwealth Trust, on behalf of Fidelity Large Cap Stock Fund and Fidelity
Management & Research Company, is filed herein as Exhibit 5(d).
(e) Sub-Advisory Agreement, dated December 1, 1994, between Fidelity
Management & Research Company and Fidelity Management & Research (U.K.)
Inc., on behalf of Fidelity Intermediate Bond Fund is incorporated herein
by reference to Exhibit 5(e) to Post-Effective Amendment No. 56.
(f) Sub-Advisory Agreement, dated December 1, 1994, between Fidelity
Management & Research Company and Fidelity Management & Research (Far East)
Inc. on behalf of Fidelity Intermediate Bond Fund is incorporated herein by
reference to Exhibit 5(f) to Post-Effective Amendment No. 56.
(g) Sub-Advisory Agreement, dated June 17, 1993, between Fidelity
Management & Research Company and Fidelity Management & Research (U.K.)
Inc. on behalf of Fidelity Small Cap Stock Fund is incorporated herein by
reference to Exhibit 5(f) to Post-Effective Amendment No. 50.
(h) Sub-Advisory Agreement, dated June 17, 1993, between Fidelity
Management & Research Company and Fidelity Management & Research (Far East)
Inc. on behalf of Fidelity Small Cap Stock Fund is incorporated herein by
reference to Exhibit 5(g) to Post-Effective Amendment No. 50.
(i) Sub-Advisory Agreement, dated May 18, 1995, between Fidelity
Management & Research Company and Fidelity Management & Research (U.K.)
Inc. on behalf of Fidelity Large Cap Stock Fund is filed herein as Exhibit
5(i).
(j) Sub-Advisory Agreement, dated May 18, 1995, between Fidelity
Management & Research Company and Fidelity Management & Research (Far East)
Inc. on behalf of Fidelity Large Cap Stock Fund is filed herein as Exhibit
5(j).
6. (a) General Distribution Agreement, dated April 1, 1987, between
Fidelity Intermediate Bond Fund and Fidelity Distributors Corporation is
filed herein as Exhibit 6(a).
(b) Amendment to General Distribution Agreement, dated January 1, 1988,
between Registrant and Fidelity Distributors Corporation is filed herein as
Exhibit 6(b).
(c) General Distribution Agreement, dated February 15, 1990, between
Fidelity Market Index Fund (formerly Spartan Market Index Fund) and
Fidelity Distributors Corporation is filed herein as Exhibit 6(c).
(d) General Distribution Agreement, dated June 17, 1993, between Fidelity
Small Cap Stock Fund and Fidelity Distributors Corporation is incorporated
herein by reference to Exhibit 6(d) to Post-Effective Amendment No. 50.
(e) General Distribution Agreement, dated May 18, 1995, between Fidelity
Large Cap Stock Fund and Fidelity Distributors Corporation is filed herein
as Exhibit 6(e).
7. Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, is incorporated herein by reference to Exhibit 7 to
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective Amendment
No. 87.
8. (a) Custodian Agreement, Appendix A, and Appendix C, dated September 1,
1994, between Brown Brothers Harriman & Company and Fidelity Commonwealth
Trust on behalf of Fidelity Market Index Fund and Fidelity Small Cap Stock
Fund is incorporated herein by reference to Exhibit 8(a) to Post-Effective
Amendment No. 56.
(b) Appendix B, dated December 15, 1994, to the Custodian Agreement,
dated September 1, 1994, between Brown Brothers Harriman & Company and
Fidelity Commonwealth Trust on behalf of Fidelity Market Index Fund and
Fidelity Small Cap Stock Fund is incorporated herein by reference to
Exhibit 8(b) to Post-Effective Amendment No. 56.
(c) Custodian Agreement, Appendix A, and Appendix C, dated December 1,
1994, between The Bank of New York and Fidelity Commonwealth Trust on
behalf of Fidelity Intermediate Bond Fund is incorporated herein by
reference to Exhibit 8(a) to Fidelity Hereford Street Trust's
Post-Effective Amendment No. 4 (File No. 33-52577).
(d) Appendix B, dated April 20, 1995, to the Custodian Agreement, dated
December 1, 1994, between The Bank of New York and Fidelity Commonwealth
Trust on behalf of Fidelity Intermediate Bond Fund is incorporated herein
by reference to Exhibit 8(b) to Fidelity Hereford Street Trust's
Post-Effective Amendment No. 5 (File No. 33-52577).
9. Not applicable.
10. Not applicable.
11. Consent of Coopers & Lybrand L.L.P. is filed herein as Exhibit 11.
12. Not applicable.
13. Not applicable.
14. (a) Fidelity Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(a) to Fidelity Union Street Trust's Post-Effective
Amendment No. 87.
(b) Fidelity 403(b)(7) Custodial Account Agreement, as currently in
effect, is incorporated herein by reference to Exhibit 14(e) to Fidelity
Union Street Trust's Post-Effective Amendment No. 87.
(c) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(d) to Fidelity Union Street Trust's
Post-Effective Amendment No. 87.
(d) National Financial Services Corporation Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(h) to Fidelity Union Street
Trust's Post-Effective Amendment No. 87.
(e) Fidelity Portfolio Advisory Services Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(i) to Fidelity Union Street
Trust's Post-Effective Amendment No. 87.
(f) Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement and Disclosure Statement, as currently in effect, is filed herein
as Exhibit 14(f).
(g) National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(k) to Fidelity Union Street
Trust's Post-Effective Amendment No. 87.
(h) The CORPORATEplan for Retirement Profit Sharing/401K Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(l)
to Fidelity Union Street Trust's Post-Effective Amendment No. 87.
(i) The CORPORATEplan for Retirement Money Purchase Pension Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(m)
to Fidelity Union Street Trust's Post-Effective Amendment No. 87.
(j) Fidelity Defined Contribution Retirement Plan and Trust Agreement, as
currently in effect, is incorporated herein by reference to Exhibit 14(b)
to Post-Effective Amendment No. 41.
(k) Defined Benefit Pension Plan and Trust, as currently in effect, is
incorporated herein by reference to Exhibit 14(c) to Post-Effective
Amendment No. 41.
(l) Group IRA, the Custodial Agreement and Disclosure Statement, as
currently in effect, is incorporated herein by reference to Exhibit 14(e)
to Post-Effective Amendment No. 41.
(m) Fidelity Master Plan for Savings and Investments Adoption Agreement,
as currently in effect, is incorporated herein by reference to Exhibit
14(f) to Post-Effective Amendment No. 42.
(n) Fidelity Investment 401(a) Prototype Plan for Tax-Exempt Employers,
Basic Plan Document No. 3, as currently in effect, is incorporated herein
by reference to Exhibit 14(g) to Post-Effective Amendment No. 41.
(o) The Plymouth Defined Contribution Plan, as currently in effect, is
filed herein as Exhibit 14(o).
15. (a) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Intermediate Bond Fund (formerly Fidelity Thrift Trust) is filed herein as
Exhibit 15(a).
(b) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Market Index Fund (formerly Spartan Market Index Fund) is filed herein as
Exhibit 15(b).
(c) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Large Cap Stock Fund is filed herein as Exhibit 15(c).
16. A schedule for computation of performance quotations for Fidelity
Market Index Fund is filed herein as Exhibit 16.
17. Financial Data Schedules are filed herein as Exhibit 27.
18. Not applicable.
Item 25. Persons Controlled by or under Common Control with Registrant
The Board of Trustees of Registrant is the same as the boards of other
funds advised by FMR, each of which has Fidelity Management & Research
Company as its investment adviser. In addition, the officers of these
funds are substantially identical. Nonetheless, Registrant takes the
position that it is not under common control with these other funds since
the power residing in the respective boards and officers arises as the
result of an official position with the respective funds.
Item 26. Number of Holders of Securities
April 30, 1995
Title of Class: Shares of Beneficial Interest
Name of Series Number of Record Holders
Fidelity Intermediate Bond Fund 483,520
Fidelity Market Index Fund 15,178
Fidelity Small Cap Stock Fund 63,751
Fidelity Large Cap Stock Fund 0
Item 27. Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer. It states that the
Registrant shall indemnify any present or past Trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both. Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification. Indemnification will
not be provided in certain circumstances, however. These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.

Item 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Executive Committee of FMR; President
and Chief Executive Officer of FMR Corp.; Chairman of
the Board and a Director of FMR, FMR Corp., FMR Texas
Inc., Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.; President
and Trustee of funds advised by FMR.

J. Gary Burkhead President of FMR; Managing Director of FMR Corp.;
President and a Director of FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.; Senior Vice
President and Trustee of funds advised by FMR.

Peter S. Lynch Vice Chairman and Director of FMR.

Robert Beckwitt Vice President of FMR and of funds advised by FMR.

David Breazzano Vice President of FMR (1993) and of a fund advised by
FMR.

Stephan Campbell Vice President of FMR (1993).

Dwight Churchill Vice President of FMR (1993).

William Danoff Vice President of FMR (1993) and of a fund advised by
FMR.

Scott DeSano Vice President of FMR (1993).

Penelope Dobkin Vice President of FMR and of a fund advised by FMR.

Larry Domash Vice President of FMR (1993).

George Domolky Vice President of FMR (1993) and of a fund advised by
FMR.

Robert K. Duby Vice President of FMR.

Margaret L. Eagle Vice President of FMR and of a fund advised by FMR.

Kathryn L. Eklund Vice President of FMR.

Richard B. Fentin Senior Vice President of FMR (1993) and of a fund advised
by FMR.

Daniel R. Frank Vice President of FMR and of funds advised by FMR.

Michael S. Gray Vice President of FMR and of funds advised by FMR.

Lawrence Greenberg Vice President of FMR (1993).

Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.

William J. Hayes Senior Vice President of FMR; Equity Division Leader.

Robert Haber Vice President of FMR and of funds advised by FMR.

Richard Haberman Senior Vice President of FMR (1993).

Daniel Harmetz Vice President of FMR and of a fund advised by FMR.

Ellen S. Heller Vice President of FMR.

</TABLE>

John Hickling Vice President of FMR (1993) and of funds advised by
FMR.

Robert F. Hill Vice President of FMR; and Director of Technical
Research.

Stephen P. Jonas Treasurer and Vice President of FMR (1993) and Treasurer
of the funds advised by FMR (1995); Treasurer of FMR
Texas Inc. (1993), Fidelity Management & Research (U.K.)
Inc. (1993), and Fidelity Management & Research (Far
East) Inc. (1993).

David B. Jones Vice President of FMR (1993).

Steven Kaye Vice President of FMR (1993) and of a fund advised by
FMR.

Frank Knox Vice President of FMR (1993).

Robert A. Lawrence Senior Vice President of FMR (1993); and High Income
Division Leader.

Alan Leifer Vice President of FMR and of a fund advised by FMR.

Harris Leviton Vice President of FMR (1993) and of a fund advised by
FMR.

Bradford E. Lewis Vice President of FMR and of funds advised by FMR.

Malcolm W. MacNaught III Vice President of FMR (1993).

Robert H. Morrison Vice President of FMR and Director of Equity Trading.

David Murphy Vice President of FMR and of funds advised by FMR.

Andrew Offit Vice President of FMR (1993).

Judy Pagliuca Vice President of FMR (1993).

Jacques Perold Vice President of FMR.

Anne Punzak Vice President of FMR and of funds advised by FMR.

Lee Sandwen Vice President of FMR (1993).

Patricia A. Satterthwaite Vice President of FMR (1993) and of a fund advised by
FMR.

Thomas T. Soviero Vice President of FMR (1993).

Robert E. Stansky Senior Vice President of FMR (1993) and of funds advised
by FMR.

Gary L. Swayze Vice President of FMR and of funds advised by FMR; and
Tax-Free Fixed-Income Group Leader.

Thomas Sweeney Vice President of FMR (1993).

Donald Taylor Vice President of FMR (1993) and of funds advised by
FMR.

Beth F. Terrana Senior Vice President of FMR (1993) and of funds advised
by FMR.

Joel Tillinghast Vice President of FMR (1993) and of a fund advised by
FMR.

Robert Tucket Vice President of FMR (1993).

George A. Vanderheiden Senior Vice President of FMR; Vice President of funds
advised by FMR; and Growth Group Leader.

Jeffrey Vinik Senior Vice President of FMR (1993) and of a fund advised
by FMR.

Guy E. Wickwire Vice President of FMR and of a fund advised by FMR.

Arthur S. Loring Senior Vice President (1993), Clerk and General Counsel of
FMR; Vice President, Legal of FMR Corp.; and Secretary
of funds advised by FMR.

</TABLE>

(2) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
FMR U.K. provides investment advisory services to Fidelity Management &
Research Company and Fidelity Management Trust Company. The directors and
officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR U.K.; Chairman of the
Executive Committee of FMR; Chief Executive Officer of FMR
Corp.; Chairman of the Board and a Director of FMR, FMR
Corp., FMR Texas Inc., and Fidelity Management & Research
(Far East) Inc.; President and Trustee of funds advised by FMR.

J. Gary Burkhead President and Director of FMR U.K.; President of FMR;
Managing Director of FMR Corp.; President and a Director of
FMR Texas Inc. and Fidelity Management & Research (Far
East) Inc.; Senior Vice President and Trustee of funds advised
by FMR.

Richard C. Habermann Senior Vice President of FMR U.K.; Senior Vice President of
Fidelity Management & Research (Far East) Inc.; Director of
Worldwide Research of FMR.

Rick Spillane Senior Vice President and Director of Operations and
Compliance of FMR U.K. (1993).

Stephen P. Jonas Treasurer of FMR U.K. (1993), Fidelity Management &
Research (Far East) Inc. (1993), and FMR Texas Inc. (1993);
Treasurer and Vice President of FMR (1993); and Treasurer of
the funds advised by FMR (1995).

David Weinstein Clerk of FMR U.K.; Clerk of Fidelity Management & Research
(Far East) Inc.; Secretary of FMR Texas Inc.

</TABLE>

(3) FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. (FMR Far East)
FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company. The directors
and officers of the Sub-Adviser have held the following positions of a
substantial nature during the past two fiscal years.

<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR Far East; Chairman of the
Executive Committee of FMR; Chief Executive Officer of
FMR Corp.; Chairman of the Board and a Director of
FMR, FMR Corp., FMR Texas Inc. and Fidelity
Management & Research (U.K.) Inc.; President and
Trustee of funds advised by FMR.

J. Gary Burkhead President and Director of FMR Far East; President of
FMR; Managing Director of FMR Corp.; President and a
Director of FMR Texas Inc. and Fidelity Management &
Research (U.K.) Inc.; Senior Vice President and Trustee
of funds advised by FMR.

Richard C. Habermann Senior Vice President of FMR Far East; Senior Vice
President of Fidelity Management & Research (U.K.)
Inc.; Director of Worldwide Research of FMR.

William R. Ebsworth Vice President of FMR Far East.

Bill Wilder Vice President of FMR Far East (1993).

Stephen P. Jonas Treasurer of FMR Far East (1993), Fidelity Management
& Research (U.K.) Inc. (1993), and FMR Texas Inc.
(1993); Treasurer and Vice President of FMR (1993);
and Treasurer of the funds advised by FMR (1995).

David C. Weinstein Clerk of FMR Far East; Clerk of Fidelity Management &
Research (U.K.) Inc.; Secretary of FMR Texas Inc.

</TABLE>

Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
ARK Funds
(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* With Underwriter With Registrant

Edward C. Johnson 3d Director Trustee and President

Nita B. Kincaid Director None

W. Humphrey Bogart Director None

Kurt A. Lange President and Treasurer None

William L. Adair Senior Vice President None

Thomas W. Littauer Senior Vice President None

Arthur S. Loring Vice President and Clerk Secretary

* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the funds' respective
custodians, The Bank of New York, 110 Washington Street, New York, N.Y.
(Fidelity Intermediate Bond Fund), and Brown Brothers Harriman & Co., 40
Water Street, Boston, MA. (Fidelity Market Index Fund, Fidelity Small Cap
Stock Fund and Fidelity Large Cap Stock Fund)

Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant undertakes to file a Post-Effective Amendment, using
financial statements for Fidelity Large Cap Stock Fund, which need not be
certified, within six months of the fund's effectiveness. The Registrant
undertakes for the fund: (1) to call a meeting of shareholders for the
purpose of voting upon the question of removal of a trustee or trustees,
when requested to do so by record holders of not less than 10% of its
outstanding shares; and (2) to assist in communications with other
shareholders pursuant to Section 16(c)(1) and (2), whenever shareholders
meeting the qualifications set forth in Section 16(c) seek the opportunity
to communicate with other shareholders with a view toward requesting a
meeting.
The Registrant on behalf of Fidelity Intermediate Bond Fund, Fidelity
Market Index Fund, Fidelity Small Cap Stock Fund and Fidelity Large Cap
Stock Fund undertakes, provided the information required by Item 5A is
contained in the annual report, to furnish each person to whom a prospectus
has been delivered, upon their request and without charge, a copy of the
Registrant's latest annual report to shareholders.
The Registrant, on behalf of Fidelity Intermediate Bond Fund, Fidelity
Market Index Fund, Fidelity Small Cap Stock Fund and Fidelity Large Cap
Stock Fund, undertakes to deliver to each person who has received the
prospectus or annual or semiannual financial report for the fund in an
electronic format, upon his or her request and without charge, a paper copy
of the prospectus or annual or semiannual report for the fund.
POWER OF ATTORNEY
We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Annuity Fund Fidelity Income Fund
Fidelity Advisor Series I Fidelity Institutional Trust
Fidelity Advisor Series II Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Magellan Fund
Fidelity Advisor Series IV Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series V Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VI Fidelity Municipal Trust
Fidelity Advisor Series VII Fidelity New York Municipal Trust
Fidelity Advisor Series VIII Fidelity Puritan Trust
Fidelity California Municipal Trust Fidelity School Street Trust
Fidelity Capital Trust Fidelity Securities Fund
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Corporate Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Court Street Trust Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust

</TABLE>

plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Djinis, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS our hands on this fifteenth day of December, 1994.
/s/Edward C. Johnson 3d /s/Donald J. Kirk

Edward C. Johnson 3d Donald J. Kirk

/s/J. Gary Burkhead /s/Peter S. Lynch

J. Gary Burkhead Peter S. Lynch

/s/Ralph F. Cox /s/Marvin L. Mann

Ralph F. Cox Marvin L. Mann

/s/Phyllis Burke Davis /s/Edward H. Malone

Phyllis Burke Davis Edward H. Malone

/s/Richard J. Flynn /s/Gerald C. McDonough

Richard J. Flynn Gerald C. McDonough

/s/E. Bradley Jones /s/Thomas R. Williams

E. Bradley Jones Thomas R. Williams

POWER OF ATTORNEY
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Annuity Fund Fidelity Institutional Trust
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series II Fidelity Magellan Fund
Fidelity Advisor Series III Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series IV Fidelity Money Market Trust
Fidelity Advisor Series V Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VI Fidelity Municipal Trust
Fidelity Advisor Series VII Fidelity New York Municipal Trust
Fidelity Advisor Series VIII Fidelity Puritan Trust
Fidelity California Municipal Trust Fidelity School Street Trust
Fidelity Capital Trust Fidelity Securities Fund
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Corporate Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Court Street Trust Fidelity U.S. Investments-Government Securities
Fidelity Destiny Portfolios Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity Yen Performance Portfolio, L.P.
Fidelity Devonshire Trust Spartan U.S. Treasury Money Market
Fidelity Exchange Fund Fund
Fidelity Financial Trust Variable Insurance Products Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund II
Fidelity Government Securities Fund
Fidelity Hastings Street Trust
Fidelity Income Fund

</TABLE>

plus any other investment company for which Fidelity Management & Research
Company acts as investment adviser and for which the undersigned individual
serves as President and Board Member (collectively, the "Funds"), hereby
severally constitute and appoint J. Gary Burkhead, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
sign for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorney-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission. I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d December 15, 1994

Edward C. Johnson 3d

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 57 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and State of Massachusetts, on the 19th day of June
1995.
FIDELITY COMMONWEALTH TRUST
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)

<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee June 19, 1995

Edward C. Johnson 3d (Principal Executive Officer)

</TABLE>

/s/Stephen P. Jonas Treasurer June 19, 1995

Stephen P. Jonas

/s/J. Gary Burkhead Trustee June 19, 1995

J. Gary Burkhead

/s/Ralph F. Cox * Trustee June 19, 1995

Ralph F. Cox

/s/Phyllis Burke Davis * Trustee June 19, 1995

Phyllis Burke Davis

/s/Richard J. Flynn * Trustee June 19, 1995

Richard J. Flynn

/s/E. Bradley Jones * Trustee June 19, 1995

E. Bradley Jones

/s/Donald J. Kirk * Trustee June 19, 1995

Donald J. Kirk

/s/Peter S. Lynch * Trustee June 19, 1995

Peter S. Lynch

/s/Edward H. Malone * Trustee June 19, 1995

Edward H. Malone

/s/Marvin L. Mann_____* Trustee June 19, 1995

Marvin L. Mann

/s/Gerald C. McDonough* Trustee June 19, 1995

Gerald C. McDonough

/s/Thomas R. Williams * Trustee June 19, 1995

Thomas R. Williams

(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith.

Exhibit 5(b)
MANAGEMENT CONTRACT
between
FIDELITY COMMONWEALTH TRUST
Spartan Market Index
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 15th day of February 1990, by and between Fidelity
Commonwealth Trust, a Massachusetts business trust which may issue one or
more series of shares of beneficial interest (hereinafter called the
"Fund"), on behalf of Spartan Market Index (hereinafter called the
"Portfolio"), and Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Adviser").
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio
office space and all necessary office facilities, equipment and personnel
for servicing the investments of the Portfolio; and shall pay the salaries
and fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser undertakes to pay all expenses involved in the operation
of the Portfolio, except the following, which shall be paid by the
Portfolio: (i) taxes; (ii) the fees and expenses of all Trustees of the
Fund who are not "interested persons" of the Fund or of the Adviser; (iii)
brokerage fees and commissions; (iv) interest expenses with respect to
borrowings by the Portfolio; and (v) such non-recurring and extraordinary
expenses as may arise, including actions, suits or proceedings to which the
Portfolio is or is threatened to be a party and the legal obligation that
the Portfolio may have to indemnify the Fund's Trustees and officers with
respect thereto. It is understood that service charges billed directly to
shareholders of the Portfolio, including charges for exchanges,
redemptions, or other services, shall not be payable by the Adviser, but
may be received and retained by the Adviser or its affiliates.
(d) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the Adviser, which may include brokers or dealers affiliated
with the Adviser. The Adviser shall use its best efforts to seek to
execute portfolio transactions at prices which are advantageous to the
Portfolio and at commission rates which are reasonable in relation to the
benefits received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the
other accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination
may be viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The Trustees of
the Fund shall periodically review the commissions paid by the Portfolio to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. For the services and facilities to be furnished hereunder, the Adviser
shall receive a monthly management fee, payable monthly as soon as
practicable after the last day of each month, at the annual rate of .45% of
the average daily net assets of the Portfolio (computed in the manner set
forth in the Fund's Declaration of Trust) throughout the month; provided
that the fee, so computed, shall be reduced by the compensation, including
reimbursement of expenses, paid by the Portfolio to those Trustees who are
not "interested persons" of the Fund or the Adviser. In the case of
initiation or termination of this Contract during any month, the fee shall
be reduced proportionately based on the number of business days during
which it is in effect, and the fee computed upon the average net assets for
the business days it is so in effect for that month.
4. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
5. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 5, this Contract shall continue in force until July 31, 1990
and indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 5, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
6. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust or
other organizational documents and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust or other
organizational document are separate and distinct from those of any and all
other Portfolios.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
FIDELITY COMMONWEALTH TRUST
on behalf of Spartan Market Index
SEAL By /s/ J. Gary Burkhead
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
SEAL By /s/ J. Gary Burkhead
President

Exhibit 5(d)
MANAGEMENT CONTRACT
between
FIDELITY COMMONWEALTH TRUST:
FIDELITY LARGE CAP STOCK FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 18th day of May 1995, by and between Fidelity
Commonwealth Trust, a Massachusetts business trust which may issue one or
more series of shares of beneficial interest (hereinafter called the
"Fund"), on behalf of Fidelity Large Cap Stock Fund (hereinafter called
the "Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the "Adviser") as set forth
in its entirety below.
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio
office space and all necessary office facilities, equipment and personnel
for servicing the investments of the Portfolio; and shall pay the salaries
and fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the Adviser, which may include brokers or dealers affiliated
with the Adviser. The Adviser shall use its best efforts to seek to
execute portfolio transactions at prices which are advantageous to the
Portfolio and at commission rates which are reasonable in relation to the
benefits received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the
other accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination
may be viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The Trustees of
the Fund shall periodically review the commissions paid by the Portfolio to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable monthly as soon as practicable after the
last day of each month, composed of a Basic Fee and a Performance
Adjustment. The Performance Adjustment is added to or subtracted from the
Basic Fee depending on whether the Portfolio experienced better or worse
performance than the Standard & Poor's Composite Index of 500 Stocks (the
"Index"). The Performance Adjustment is not cumulative. An increased fee
will result even though the performance of the Portfolio over some period
of time shorter than the performance period has been behind that of the
Index, and, conversely, a reduction in the fee will be made for a month
even though the performance of the Portfolio over some period of time
shorter than the performance period has been ahead of that of the Index.
The Basic Fee and the Performance Adjustment will be computed as follows:
(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the
Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest
millionth decimal place as follows:
(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly
average of the net assets of the registered investment companies having
Advisory and Service or Management Contracts with the Adviser (computed in
the manner set forth in the fund's Declaration of Trust or other
organizational document) determined as of the close of business on each
business day throughout the month. The Group Fee Rate shall be determined
on a cumulative basis pursuant to the following schedule:
Average Net Assets Annualized Fee Rate (for each level)

0 - $ 3 billion .5200%

3 - 6 .4900%

6 - 9 .4600%

9 - 12 .4300%

12 - 15 .4000%

15 - 18 .3850%

18 - 21 .3700%

21 - 24 .3600%

24 - 30 .3500%

30 - 36 .3450%

36 - 42 .3400%

42 - 48 .3350%

48 - 66 .3250%

66 - 84 .3200%

84 - 102 .3150%

102 - 138 .3100%

138 - 174 .3050%

174 - 210 .3000%

210 - 246 .2950%

246 - 282 .2900%

282 - 318 .2850%

318 - 354 .2800%

354 - 390 .2750%

Over 390 .2700%

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.30%.
(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the
average of the net assets of the Portfolio (computed in the manner set
forth in the Fund's Declaration of Trust or other organizational document)
determined as of the close of business on each business day throughout the
month. The resulting dollar amount comprises the Basic Fee.
(c) Performance Adjustment Rate: The Performance Adjustment Rate is 0.02%
for each percentage point (the performance of the Portfolio and the Index
each being calculated to the nearest percentage point that the Portfolio's
investment performance for the performance period was better or worse than
the record of the Index as then constituted. The maximum performance
adjustment rate is 0.20%.
The performance period will commence with the first day of the first full
month following the Portfolio's commencement of operations. During the
first eleven months of the performance period for the Portfolio, there will
be no performance adjustment. Starting with the twelfth month of the
performance period, the performance adjustment will take effect. Following
the twelfth month a new month will be added to the performance period until
the performance period equals 36 months. Thereafter the performance period
will consist of the current month plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first
business day of the performance period with (ii) the closing net asset
value of one share of the Portfolio as of the last business day of such
period. In computing the investment performance of the Portfolio and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains accumulated to the end of such period and
dividends paid out of investment income on the part of the Portfolio, and
all cash distributions of the securities included in the Index, will be
treated as reinvested in accordance with Rule 205-1 or any other applicable
rules under the Investment Advisers Act of 1940, as the same from time to
time may be amended.
(d) Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate will be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust or other organizational document) determined as of the close of
business on each business day throughout the month and the performance
period.
(e) In case of termination of this Contract during any month, the fee for
that month shall be reduced proportionately on the basis of the number of
business days during which it is in effect for that month. The Basic Fee
Rate will be computed on the basis of and applied to net assets averaged
over that month ending on the last business day on which this Contract is
in effect. The amount of this Performance Adjustment to the Basic Fee will
be computed on the basis of and applied to net assets averaged over the
36-month period ending on the last business day on which this Contract is
in effect provided that if this Contract has been in effect less than 36
months, the computation will be made on the basis of the period of time
during which it has been in effect.
4. It is understood that the Portfolio will pay all its expenses, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security or other
investment instrument.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31, 1995
and indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract, without payment of any
penalty, by action of its Trustees or Board of Directors, as the case may
be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust or
other organizational document and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust or other
organizational document are separate and distinct from those of any and all
other Portfolios.
8. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
FIDELITY COMMONWEALTH TRUST
on behalf of Fidelity Large Cap Stock Fund
By /s/ J. Gary Burkhead
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
By /s/ J. Gary Burkhead
President

Exhibit 5(i)
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
AND
FIDELITY COMMONWEALTH TRUST ON BEHALF OF FIDELITY LARGE CAP STOCK FUND
AGREEMENT made this 18th day of May 1995, by and between Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called
the "Advisor"); Fidelity Management & Research (U.K.) Inc. (hereinafter
called the "Sub-Advisor"); and Fidelity Commonwealth Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust") on behalf of Fidelity Large Cap
Stock Fund (hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management Contract
on behalf of the Portfolio, pursuant to which the Advisor is to act as
investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons
have personnel in various locations throughout the world and have been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries, and
securities of issuers located in such countries, and providing investment
advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the Advisor, the
Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require. Such information
may include written and oral reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the "1940 Act") and rules thereunder,
as amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only
to the extent such duties are delegated in writing by the Advisor, to
provide additional investment management services to the Portfolio,
including but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction of
the Advisor and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.

2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall
place all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or to
the other accounts over which the Sub-Advisor or Advisor exercise
investment discretion. The Sub-Advisor is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Sub-Advisor determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Sub-Advisor has with respect to
accounts over which it exercises investment discretion. The Trustees of
the Trust shall periodically review the commissions paid by the Portfolio
to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor
a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of
the Sub-Advisor's costs incurred in connection with rendering the services
referred to in subparagraph (a) of paragraph 1 of this Agreement. The
Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or
fee waivers by the Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers or
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1) for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
6. Interested Persons: It is understood that Trustees, officers, and
shareholders of the Trust are or may be or become interested in the Advisor
or the Sub-Advisor as directors, officers or otherwise and that directors,
officers and stockholders of the Advisor or the Sub-Advisor are or may be
or become similarly interested in the Trust, and that the Advisor or the
Sub-Advisor may be or become interested in the Trust as a shareholder or
otherwise.
7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder.
The Sub-Advisor shall for all purposes be an independent contractor and not
an agent or employee of the Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1995 and
indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Trust and
agrees that any obligations of the Trust or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such
obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed
in accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the 1940
Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
BY: /s/ Stephen P. Jonas
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: /s/ J. Gary Burkhead
President
FIDELITY COMMONWEALTH TRUST ON BEHALF OF
FIDELITY LARGE CAP STOCK FUND
BY: /s/ J. Gary Burkhead
Senior Vice President

Exhibit 5(j)
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
AND
FIDELITY COMMONWEALTH TRUST ON BEHALF OF FIDELITY LARGE CAP STOCK FUND
AGREEMENT made this 18th day of May 1995, by and between Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called
the "Advisor"); Fidelity Management & Research (Far East) Inc. (hereinafter
called the "Sub-Advisor"); and Fidelity Commonwealth Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust") on behalf of Fidelity Large Cap
Stock Fund (hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor have entered into a Management Contract
on behalf of the Portfolio, pursuant to which the Advisor is to act as
investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons
have personnel in various locations throughout the world and have been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries, and
securities of issuers located in such countries, and providing investment
advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the Advisor, the
Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require. Such information
may include written and oral reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the "1940 Act") and rules thereunder,
as amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only
to the extent such duties are delegated in writing by the Advisor, to
provide additional investment management services to the Portfolio,
including but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money, or lending securities on behalf of the
Portfolio. All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction of
the Advisor and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.

2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall
place all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or to
the other accounts over which the Sub-Advisor or Advisor exercise
investment discretion. The Sub-Advisor is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Sub-Advisor determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer. This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Sub-Advisor has with respect to
accounts over which it exercises investment discretion. The Trustees of
the Trust shall periodically review the commissions paid by the Portfolio
to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
(a) INVESTMENT ADVISORY FEE: For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor
a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 105% of
the Sub-Advisor's costs incurred in connection with rendering the services
referred to in subparagraph (a) of paragraph 1 of this Agreement. The
Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or
fee waivers by the Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers and
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
6. Interested Persons: It is understood that Trustees, officers, and
shareholders of the Trust are or may be or become interested in the Advisor
or the Sub-Advisor as directors, officers or otherwise and that directors,
officers and stockholders of the Advisor or the Sub-Advisor are or may be
or become similarly interested in the Trust, and that the Advisor or the
Sub-Advisor may be or become interested in the Trust as a shareholder or
otherwise.
7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder.
The Sub-Advisor shall for all purposes be an independent contractor and not
an agent or employee of the Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1995
and indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Trust and
agrees that any obligations of the Trust or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such
obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed
in accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the 1940
Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
BY: /s/ Stephen P. Jonas
Treasurer
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: /s/ J. Gary Burkhead
President
FIDELITY COMMONWEALTH TRUST ON BEHALF OF
FIDELITY LARGE CAP STOCK FUND
BY: /s/ J. Gary Burkhead
Senior Vice President

Exhibit 6(a)
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY INTERMEDIATE BOND FUND
and
FIDELITY DISTRIBUTORS CORPORATION
Required authorizations and approvals having been obtained, Fidelity
Intermediate Bond Fund (formerly Fidelity Thrift Trust), a Massachusetts
business trust which may issue one or more series of beneficial interest
("Issuer"), and Fidelity Distributors Corporation, a Massachusetts
corporation having its principal place of business in Boston, Massachusetts
("Distributors"), hereby consent pursuant to the existing General
Distribution Agreement dated June 1, 1986, to an amendment in its entirety
of said Agreement as of April 1, 1987, as set forth below.
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer.
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the Issuer will be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information.
The Issuer shall in all cases receive the net asset value per share on all
sales. If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer. If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of Distributors and, unless otherwise agreed upon by the Issuer and
Distributors, Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer. This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers. This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered. If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use.
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer. However, all sums of
money received by the Distributor as a result of such purchases and sales
or as a result of such participation must, after reimbursement of actual
expenses of the Distributor in connection with such activity, be paid over
by the Distributor for the benefit of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell. The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request. The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse Distributors for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor. In no case (i)
is the indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against
any liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit. In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor, officers
or directors or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by
them. The Issuer agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent). However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
to enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendant or defendants in the suit. In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendant or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them.
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1988 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Issuer and agrees that the obligations assumed by the Issuer
under this contract shall be limited in all cases to the Issuer and its
assets. The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer. Nor shall
Distributors seek satisfaction of any such obligation from the Trustees or
any individual Trustee of the Issuer. The Distributor understands that the
rights and obligations of each series of shares of the Issuer under the
Issuer's Declaration of Trust are separate and distinct from those of any
and all other series.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and the Distributor has executed this instrument in its name and behalf,
and its corproate seal affixed, by one of its officers duly authorized, as
of the day and year first above written.
FIDELITY INTERMEDIATE BOND FUND
Attest: /s/ Arthur S. Loring By /s/ J. Gary Burkhead
Secretary
FIDELITY DISTRIBUTORS CORPORATION
Attest: /s/ Arthur S. Loring By /s/ John F. O'Brien
Clerk

Exhibit 6(b)
AMENDMENT TO GENERAL DISTRIBUTION AGREEMENT
Effective January 1, 1988, Paragraph 8 of the General Distribution
Agreement between each of the funds or portfolios indicated on the attached
Schedule A shall be amended to read in full as follows:
8. Portfolio Securities - Portfolio securities of the issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.
Signed on behalf of each of the funds or portfolios identified on Schedule
A.
On Behalf of Each of the Funds or Portfolios:
Attest:/s/ Arthur S. Loring_____________ By:/s/ J. Gary
Burkhead___________________
Arthur S. Loring J. Gary Burkhead
Secretary
FIDELITY
DISTRIBUTORS CORPORATION:
Attest:/s/ Arthur S. Loring_____________ By:/s/ John F.
O'Brien___________________
Arthur S. Loring John F. O'Brien

AMENDMENT TO GENERAL DISTRIBUTION AGREEMENT
Schedule A
California Tax-Free Fund:
High Yield Portfolio
Money Market Portfolio
Insured Portfolio
Fidelity Capital Trust:
Fidelity Capital Appreciation Fund
Fidelity Value Fund
Fidelity Cash Reserves
Fidelity Charles Street Trust:
Fidelity U.S. Government Reserves
Fidelity Stock Index Fund
Fidelity Contrafund
Fidelity Corporate Trust:
ARP (Adjustable-Rate Preferred Portfolio)
APP (Auction Preferred Portfolio)
Fidelity Court Street Trust:
Fidelity High Yield Municipals
Fidelity Connecticut Tax-Free Portfolio
Fidelity New Jersey Tax-Free High Yield Portfolio
Fidelity New Jersey Tax-Free Money Market Portfolio
Fidelity Colorado Tax-Free Portfolio
Fidelity North Carolina Tax-Free Portfolio
Fidelity Virginia Tax-Free Portfolio
Fidelity Georgia Tax-Free Portfolio
Fidelity Maryland Tax-Free Portfolio
Fidelity Missouri Tax-Free Portfolio
Fidelity Daily Income Trust
Daily Money Fund:
Money Market Portfolio
U.S. Treasury Portfolio
Daily Tax-Exempt Money Fund
Fidelity Devonshire Trust:
Fidelity Equity-Income Fund
Fidelity Real Estate Investment Portfolio
Fidelity Utilities Income Fund
Equity Portfolio: Growth
Equity Portfolio: Income
Fidelity Fund
Fidelity Financial Trust:
Fidelity Convertible Securities
Fidelity Freedom Fund
Financial Reserves Fund
Fidelity Fixed-Income Trust:
Fidelity Flexible Bond Portfolio
Fidelity Short-Term Bond Portfolio
Fidelity Government Securities Fund (a limited partnership)
Fidelity Growth Company Fund
Fidelity High Income Fund
Fidelity Income Fund:
Fidelity Ginnie Mae Portfolio
Fidelity Mortgage Securities Portfolio
Income Portfolios:
GNMA Series
Limited Term Series
Short Fixed-Income Series
Short Government Series
Short-Intermediate Fixed-Income Series
Variable Rate Series
Yield Plus Series
Liquid Assets Series
State and Local Asset Management Series:
Government Money Market Portfolio
Government Bond Portfolio
The California Portfolio
Fidelity Institutional Cash Portfolios:
Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
U.S. Treasury Portfolio II
Domestic Money Market Portfolio
Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Institutional Trust:
Fidelity U.S. Equity Index Portfolio
Fidelity U.S. Bond Index Portfolio
Fidelity Intermediate Bond Fund
Fidelity Investment Trust:
Fidelity Europe Fund
Fidelity Global bond Fund
Fidelity International Growth & Income Fund
Fidelity Overseas Fund
Fidelity Pacific Basin Fund
Fidelity Canada Fund
Fidelity United Kingdom Fund
Fidelity Limited Term Municipals
Fidelity Magellan Fund
Fidelity Massachusetts Tax-Free:
Money Market Portfolio
High Yield Portfolio
Fidelity Money Market Trust:
Domestic Money Market Portfolio
U.S. Government Portfolio
U.S. Treasury Portfolio
Fidelity Municipal Trust:
Fidelity Aggressive Tax-Free Portfolio
Fidelity Insured Tax-Free Portfolio
Fidelity Municipal Bond Portfolio
Fidelity Pennsylvania Tax-Free High Yield Portfolio
Fidelity Pennsylvania Tax-Free Money Market Portfolio
Fidelity Ohio Tax-Free Portfolio
Fidelity Michigan Tax-Free Portfolio
Fidelity Minnesota Tax-Free Portfolio
Fidelity Short-Term Tax-Free Portfolio
Fidelity Texas Tax-Free Portfolio
The North Carolina Cash Management Trust:
Cash Portfolio
Term Portfolio
Fidelity New York Tax-Free Fund:
High Yield Portfolio
Insured Portfolio
Money Market Portfolio
Short-Term Portfolio
Fidelity New Jersey Tax-Free Portfolio, L.P.
Plymouth Fund:
Plymouth Aggressive Income Portfolio
Plymouth Government Securities Portfolio
Plymouth Growth Opportunities Portfolio
Plymouth Income & Growth Portfolio
Plymouth Short-Term Bond Portfolio
Plymouth Investment Series:
Plymouth High Income Municipal Portfolio
Plymouth Global Natural Resources Portfolio
Plymouth Securities Trust:
Plymouth Market Access Plus:
Bull Value Portfolio
Plymouth Market Access Plus:
Bear Value Portfolio
Fidelity Puritan Trust:
Fidelity Balanced Fund
Fidelity Puritan Fund
Fidelity Qualified Dividend Fund
Fidelity Securities Fund:
Fidelity Growth & Income Portfolio
Fidelity OTC Portfolio
Fidelity Blue Chip Fund
Fidelity Select Portfolios:
Air Transportation Portfolio
American Gold Portfolio
Automation and Machinery Portfolio
Automotive Portfolio
Biotechnology Portfolio
Broadcast and Media Portfolio
Brokerage and Investment Management Portfolio
Capital Goods Portfolio
Chemicals Portfolio
Computers Portfolio
Defense and Aerospace Portfolio
Electric Utilities Portfolio
Electronics Portfolio
Energy Portfolio
Energy Service Portfolio
Financial Services Portfolio
Food and Agriculture Portfolio
Health Care Portfolio
Health Care Delivery Portfolio (name changed to Medical Delivery Portfolio
on 7/10/87)
Housing Portfolio
Industrial Materials Portfolio
Leisure Portfolio
Life Insurance Portfolio
Money Market Portfolio
Paper and Forest Products Portfolio
Precious Metals and Minerals Portfolio
Property and Casualty Insurance Portfolio
Regional Banks Portfolio
Restaurant Industry Portfolio
Retailing Portfolio
Savings and Loan Portfolio
Software and Computer Services Portfolio
Technology Portfolio
Telecommunications Portfolio
Transportation Portfolio
Utilities Portfolio
Fidelity Special Situations Fund
Tax-Exempt Portfolios:
Limited Term Series
Short-Term Intermediate Series
Fidelity Tax-Exempt Money Market Trust
Fidelity Trend Fund
Fidelity U.S. Treasury Money Market Fund, L.P.
Variable Insurance Products Fund:
Equity-Income Portfolio
Growth Portfolio
High Income Portfolio
Money Market Portfolio
Overseas Portfolio
Fidelity U.S. Investments -
Government Securities Fund, L.P.
Bond Fund, L.P.
Zero Coupon Bond Fund:
The 1993 Portfolio
The 1998 Portfolio
The 2003 Portfolio

Exhibit 6(c)
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY COMMONWEALTH TRUST
Spartan Market Index
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 15th day of February, 1990, between Fidelity
Commonwealth Trust, a Massachusetts business trust having its principal
place of business in Boston, Massachusetts and which may issue one or more
series of beneficial interest ("Issuer"), with respect to shares of Spartan
Market Index, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to the Distributor the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: the Distributor (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to the Distributor
shall be nonexclusive in that the Issuer reserves the right to sell its
shares to investors on applications received and accepted by the Issuer.
Further, the Issuer reserves the right to issue shares in connection with
the merger or consolidation, or acquisition by the Issuer through purchase
or otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by the Distributor or the Issuer will be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in the
manner described in the Issuer's current Prospectus and/or Statement of
Additional Information, plus a sales charge (if any) described in the
Issuer's current Prospectus and/or Statement of Additional Information.
The Issuer shall in all cases receive the net asset value per share on all
sales. If a sales charge is in effect, the Distributor shall have the
right subject to such rules or regulations of the Securities and Exchange
Commission as may then be in effect pursuant to Section 22 of the
Investment Company Act of 1940 to pay a portion of the sales charge to
dealers who have sold shares of the Issuer. If a fee in connection with
shareholder redemptions is in effect, the Issuer shall collect the fee on
behalf of the Distributor and, unless otherwise agreed upon by the Issuer
and the Distributor, the Distributor shall be entitled to receive all of
such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by the Distributor except such
unconditional orders as may have been placed with the Distributor before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and the Distributor's authority to process orders
for shares on behalf of the Issuer if, in the judgment of the Issuer, it is
in the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to the
Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
Issuer. This shall not prevent the Distributor from entering into like
arrangements (including arrangements involving the payment of underwriting
commissions) with other issuers. This does not obligate the Distributor to
register as a broker or dealer under the Blue Sky Laws of any jurisdiction
in which it is not now registered or to maintain its registration in any
jurisdiction in which it is now registered. If a sales charge is in
effect, the Distributor shall have the right to enter into sales agreements
with dealers of its choice for the sale of shares of the Issuer to the
public at the public offering price only and fix in such agreements the
portion of the sales charge which may be retained by dealers, provided that
the Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing said
form of dealer agreement and amendments thereto as an exhibit to its
currently effective Registration Statement under the 1933 Act.
7. Authorized Representations - The Distributor is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for the Distributor's use.
This shall not be construed to prevent the Distributor from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through the Distributor, and the Distributor may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares the Distributor may reasonably be expected to sell. The
Issuer shall make available to the Distributor such number of copies of its
currently effective Prospectus and Statement of Additional Information as
the Distributor may reasonably request. The Issuer shall furnish to the
Distributor copies of all information, financial statements and other
papers which the Distributor may reasonably request for use in connection
with the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse the Distributor for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any,
who controls the Distributor within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of the Distributor. In no case (i)
is the indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person against
any liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Issuer to be liable under its indemnity
agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
person, as the case may be, shall have notified the Issuer in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to the Distributor or any
person against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the Distributor or
person or persons, defendant or defendants in the suit. In the event the
Issuer elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor, officers
or directors or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by
them. The Issuer agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it or any of its
officers or trustees in connection with the issuance or sale of any of the
shares.
The Distributor also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of the Distributor or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor
of the Issuer or any person indemnified to be deemed to protect the Issuer
or any person against any liability to which the Issuer or such person
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Issuer or any person indemnified unless the Issuer or person, as the case
may be, shall have notified the Distributor in writing of the claim within
a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon
the Issuer or any such person (or after the Issuer or such person shall
have received notice of service on any designated agent). However, failure
to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to the
Distributor, it shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought
to enforce the claim, but if the Distributor elects to assume the defense,
the defense shall be conducted by counsel chosen by it and satisfactory to
the Issuer, to its officers and Board and to any controlling person or
persons, defendant or defendants in the suit. In the event that the
Distributor elects to assume the defense of any suit and retain counsel,
the Issuer or controlling persons, defendant or defendants in the suit,
shall bear the fees and expense of any additional counsel retained by them.
If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees to notify
the Issuer promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1991 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to the Distributor, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - The Distributor is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Issuer and agrees that the
obligations assumed by the Issuer under this contract shall be limited in
all cases to the Issuer and its assets. The Distributor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Issuer. Nor shall the Distributor seek satisfaction of
any such obligation from the Trustees or any individual Trustee of the
Issuer. The Distributor understands that the rights and obligations of
each series of shares of the Issuer under the Issuer's Declaration of Trust
or other organizational document are separate and distinct from those of
any and all other series.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and the Distributor has executed this instrument in its name and behalf by
one of its officers duly authorized, as of the day and year first above
written.
FIDELITY COMMONWEALTH TRUST:
Spartan Market Index
Attest: /s/ Arthur S. Loring By /s/ J. Gary Burkhead
Clerk
FIDELITY DISTRIBUTORS CORPORATION
Attest: /s/ Arthur S. Loring By /s/ R.A. Lawson
Clerk

Exhibit 6(e)
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY COMMONWEALTH TRUST
and
FIDELITY DISTRIBUTORS CORPORATION
Agreement made this 18th day of May 1995, between Fidelity Commonwealth
Trust, a Massachusetts business trust having its principal place of
business in Boston, Massachusetts and which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Fidelity Large
Cap Stock Fund, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: Distributors (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to Distributors shall
be nonexclusive in that the Issuer reserves the right to sell its shares to
investors on applications received and accepted by the Issuer. Further,
the Issuer reserves the right to issue shares in connection with the merger
or consolidation, or acquisition by the Issuer through purchase or
otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by Distributors or the Issuer will be sold at the public
offering price. The public offering price for all accepted subscriptions
will be the net asset value per share, as determined in the manner
described in the Issuer's current Prospectus and/or Statement of Additional
Information, plus a sales charge (if any) described in the Issuer's current
Prospectus and/or Statement of Additional Information. The Issuer shall in
all cases receive the net asset value per share on all sales. If a sales
charge is in effect, Distributors shall have the right subject to such
rules or regulations of the Securities and Exchange Commission as may then
be in effect pursuant to Section 22 of the Investment Company Act of 1940
to pay a portion of the sales charge to dealers who have sold shares of the
Issuer. If a fee in connection with shareholder redemptions is in effect,
the Issuer shall collect the fee on behalf of Distributors and, unless
otherwise agreed upon by the Issuer and Distributors, Distributors shall be
entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by Distributors except such
unconditional orders as may have been placed with Distributors before it
had knowledge of the suspension. In addition, the Issuer reserves the
right to suspend sales and Distributors' authority to process orders for
shares on behalf of the Issuer if, in the judgment of the Issuer, it is in
the best interests of the Issuer to do so. Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
Distributors, Distributors agrees to use all reasonable efforts, consistent
with its other business, to secure purchasers for shares of the Issuer.
This shall not prevent Distributors from entering into like arrangements
(including arrangements involving the payment of underwriting commissions)
with other issuers. This does not obligate Distributors to register as a
broker or dealer under the Blue Sky Laws of any jurisdiction in which it is
not now registered or to maintain its registration in any jurisdiction in
which it is now registered. If a sales charge is in effect, Distributors
shall have the right to enter into sales agreements with dealers of its
choice for the sale of shares of the Issuer to the public at the public
offering price only and fix in such agreements the portion of the sales
charge which may be retained by dealers, provided that the Issuer shall
approve the form of the dealer agreement and the dealer discounts set forth
therein and shall evidence such approval by filing said form of dealer
agreement and amendments thereto as an exhibit to its currently effective
Registration Statement under the 1933 Act.
7. Authorized Representations - Distributors is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for Distributors' use. This
shall not be construed to prevent Distributors from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through Distributors, and Distributors may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares Distributors may reasonably be expected to sell. The
Issuer shall make available to Distributors such number of copies of its
currently effective Prospectus and Statement of Additional Information as
Distributors may reasonably request. The Issuer shall furnish to
Distributors copies of all information, financial statements and other
papers which Distributors may reasonably request for use in connection with
the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the Issuer,
it is recognized by the Issuer that FMR may reimburse Distributors for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
Distributors and each of its directors and officers and each person, if
any, who controls Distributors within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law. However, the Issuer does not agree to indemnify
Distributors or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of Distributors. In no case (i) is
the indemnity of the Issuer in favor of Distributors or any person
indemnified to be deemed to protect Distributors or any person against any
liability to the Issuer or its security holders to which Distributors or
such person would otherwise be subject by reason of wilful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under this Agreement,
or (ii) is the Issuer to be liable under its indemnity agreement contained
in this paragraph with respect to any claim made against Distributors or
any person indemnified unless Distributors or person, as the case may be,
shall have notified the Issuer in writing of the claim within a reasonable
time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon
Distributors or any such person (or after Distributors or such person shall
have received notice of service on any designated agent). However, failure
to notify the Issuer of any claim shall not relieve the Issuer from any
liability which it may have to Distributors or any person against whom such
action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Issuer shall be entitled to participate
at its own expense in the defense, or, if it so elects, to assume the
defense of any suit brought to enforce any claims, but if the Issuer elects
to assume the defense, the defense shall be conducted by counsel chosen by
it and satisfactory to Distributors or person or persons, defendant or
defendants in the suit. In the event the Issuer elects to assume the
defense of any suit and retain counsel, Distributors, officers or directors
or controlling person or persons, defendant or defendants in the suit,
shall bear the fees and expenses of any additional counsel retained by
them. If the Issuer does not elect to assume the defense of any suit, it
will reimburse Distributors, officers or directors or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Issuer agrees to notify
Distributors promptly of the commencement of any litigation or proceedings
against it or any of its officers or trustees in connection with the
issuance or sale of any of the shares.
Distributors also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of Distributors or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
Distributors. In no case (i) is the indemnity of Distributors in favor of
the Issuer or any person indemnified to be deemed to protect the Issuer or
any person against any liability to which the Issuer or such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is
Distributors to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Issuer or any person
indemnified unless the Issuer or person, as the case may be, shall have
notified Distributors in writing of the claim within a reasonable time
after the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Issuer or any such
person (or after the Issuer or such person shall have received notice of
service on any designated agent). However, failure to notify Distributors
of any claim shall not relieve Distributors from any liability which it may
have to the Issuer or any person against whom the action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. In the case of any notice to Distributors, it shall be entitled
to participate, at its own expense, in the defense or, if it so elects, to
assume the defense of any suit brought to enforce the claim, but if
Distributors elects to assume the defense, the defense shall be conducted
by counsel chosen by it and satisfactory to the Issuer, to its officers and
Board and to any controlling person or persons, defendant or defendants in
the suit. In the event that Distributors elects to assume the defense of
any suit and retain counsel, the Issuer or controlling persons, defendant
or defendants in the suit, shall bear the fees and expense of any
additional counsel retained by them. If Distributors does not elect to
assume the defense of any suit, it will reimburse the Issuer, officers and
Board or controlling person or persons, defendant or defendants in the
suit, for the reasonable fees and expenses of any counsel retained by them.
Distributors agrees to notify the Issuer promptly of the commencement of
any litigation or proceedings against it in connection with the issue and
sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1996 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to Distributors, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - Distributors is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Issuer and agrees that the
obligations assumed by the Issuer under this contract shall be limited in
all cases to the Issuer and its assets. Distributors shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Issuer. Nor shall Distributors seek satisfaction of any
such obligation from the Trustees or any individual Trustee of the Issuer.
Distributors understands that the rights and obligations of each series of
shares of the Issuer under the Issuer's Declaration of Trust or other
organizational document are separate and distinct from those of any and all
other series.
15. This agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and Distributors has executed this instrument in its name and behalf by one
of its officers duly authorized, as of the day and year first above
written.
Fidelity Commonwealth Trust
By /s/ J. Gary Burkhead

FIDELITY DISTRIBUTORS CORPORATION
By /s/ Kurt A. Lange

EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectuses
and Statements of Additional Information in Post-Effective Amendment No. 57
to the Registration Statement on Form N-1A of Fidelity Commonwealth Trust:
Fidelity Intermediate Bond Fund, Fidelity Market Index Fund, and Fidelity
Small Cap Stock Fund, of our reports dated June 6, 1995 on the financial
statements and financial highlights included in the April 30, 1995 Annual
Reports to Shareholders of Fidelity Intermediate Bond Fund, Fidelity Market
Index Fund, and Fidelity Small Cap Stock Fund.
We also consent to the incorporation by reference in this Post-Effective
Amendment, of our report dated June 6, 1995 on the financial statements and
financial highlights included in the Annual Report to Shareholders of
Fidelity Devonshire Trust: Fidelity Mid-Cap Stock Fund.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditor" in the Statements
of Additional Information.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 16, 1995

Exhibit 14(f)
Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement

I. Definitions
II. Eligibility
III. Participation
IV. Contributions (a) General Limitations
(b) Additional Limitations for Salary Reduction Contributions
(c) After-Tax Contributions
(d) Method of Contribution
V. Investment
of Contributions
and Assets (a) Direction by Participant
(b) Exchange among Funds
(c) Effect of Direction
VI. Transfer of Assets (a) Transfer or Rollover to the Account
(b) Transfer or Rollover from the Account
(c) Restrictions on Transfer
(d) Effect of Transfer or Rollover

VII. Designation
of Beneficiary
VIII. Distributions
Before Death (a) Events Permitting Distributions
(b) Forms of Distribution
(c) Joint and Survivor Spousal Annuity
(d) Required Beginning Date
(e) Determination of Amount to Be Distributed Each Year
(f) Other 403(b) arrangements
(g) Vesting
IX. Distributions
After Death (a) General
(b) Failure to Elect Form of Distribution

X. Miscellaneous
Provisions
Applicable to
Distributions (a) Effect of Employer Plan
(b) Responsibilities of Custodian
(c) Tax Withholding
(d) Qualified Domestic Relations Orders
(e) Non-Assignment
(f) Plan Loans
XI. Administration (a) Custodian as Agent
(b) Voting
(c) Reports
(d) Written Notices
(e) Limitations on Custodian's Liability
and Indemnification
(f) Expenses
XII. Resignation or
Removal of
Custodian
XIII. Amendment and
Termination (a) Power of Company to Amend
(b) Limitation on Amendment
(c) Termination
(d) Distribution upon Termination
XIV. Effect of Other
403(b) Arrangements
XV. Governing Law

Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement
This Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement (the "Agreement") is intended for use by Employers and by
eligible persons who may wish to have their Employer's contributions held
for their benefit in an account (the "Account") invested in shares of
eligible Fidelity funds, all of which are regulated investment companies
(herein called the "Funds"), upon the terms and conditions set forth in the
Agreement and in accordance with the applicable provisions of the Employee
Retirement Income Security Act of 1974 (the "Act") and the Internal Revenue
Code of 1986, as amended (the "Code").
Article I. Definitions
As used in the Agreement, the following terms have the meaning set forth
below, unless a different meaning is clearly required by the context:
"Account" means the custodial account established hereunder for the
benefit of the Participant.
"Act" means the Employee Retirement Income Security Act of 1974, as
amended.
"Agreement" means the Fidelity Investments Section 403(b)(7) Individual
Custodial Account Agreement, including the information and provisions set
forth in the Account Application. The Agreement, including the Account
Application and any designation of Beneficiary filed with the Custodian,
may be proved either by an original copy or a reproduced copy thereof.
"Authorized Agent" means the person authorized by the Participant to
purchase or sell Funds in the Participant's Account, as specified on, and
subject to the provisions of, the 403(b)(7) Limited Trading Authorization
and Indemnification Form.
"Beneficiary" means the person or persons (including a trust or estate)
designated as such by the Participant on a signed form acceptable to and
filed with the Custodian pursuant to Article VII.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" means FMR Corp., a Massachusetts corporation, or any successor
or affiliate thereof to which FMR Corp. may, from time to time, delegate or
assign any or all of its rights or responsibilities under this agreement.
"Custodian" means Fidelity Management Trust Company of Boston,
Massachusetts, or its successors.
"Disabled" means (with respect to a Participant): unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
to be of long-continued or indefinite duration, which definition is the
same as that contained in Section 72(m)(7) of the Code. If such Code
Section shall be hereafter modified, the definition contained herein shall
be correspondingly modified.
"Eligible Employee" means an individual who is an employee of either (i)
an organization described in Section 501(c)(3) of the Code which is exempt
from tax under Section 501(a) of the Code, or (ii) a State or a political
subdivision of a State or an agency or instrumentality of either, and who
performs services for an educational institution (as defined in Section
170(b)(1)(A)(ii) of the Code).
"Eligible Rollover Distribution" means, effective January 1, 1993, any
distribution of all or any portion of the balance to the credit of a
Participant's Account, with the exception of the following distributions:
(1) Substantially equal periodic payments made over any one of the
following periods:
a) the life of the participant (or the joint lives of the Participant and
the Participant's
designated Beneficiary);
b) the life expectancy of the participant (or the joint life and last
survivor expectancy
of the Participant and the Participant's designated Beneficiary);
c) a specified period of ten or more years;
(2) Minimum required distributions;
(3) The distribution of after-tax contributions;
(4) Corrective distributions of excess aggregate contributions as
described in (sub-section)1.401(m)-1(e)(3),
plus the income attributed to these corrective distributions;
(5) Loans treated as distributions under Code (sub-section)72(p);
(6) Defaulted loans that are deemed distributions;
(7) Death distributions to a non-spouse beneficiary;
(8) Distributions pursuant to a QDRO to a non-spouse alternate payee;
(9) Payments made to a registered Investment Advisor, as authorized by the
Participant on the
403(b) Financial Advisor Fee Authorization Form.
"Employer" means the employer organization named in the Account
application.
"Funds" means those regulated investment companies whose investment
adviser is Fidelity Management & Research Company, or its successors, and
whose shares are authorized (under the terms of the prospectus of the
investment company, and subject to any limitations imposed by the
Employer's plan) for purchase under this Agreement.
"Participant" means the person named in the Account application who
satisfies the requirements of Eligible Employee, above.
"Salary Reduction Agreement" means a written agreement between the
Participant and the Employer, by which the Participant's salary for future
services is reduced and the amount of such reduction is contributed by the
Employer to the Account.
Article II. Eligibility
Any Eligible Employee may adopt the Agreement upon receiving the consent
of the Employer.
Article III. Participation
A Participant may adopt the Agreement by signing the Account Application
included with the Agreement and mailing or delivering it to the Custodian
or its agent. The Account Application and, if applicable, the Salary
Reduction Agreement are incorporated herein by reference as part of the
Agreement. The Employer shall be deemed to have established this Account
for the Participant upon the Employer's payment to the Custodian of the
initial contribution specified in Article IV. The Account will become
effective upon acceptance of the Account Application by or on behalf of the
Custodian at its offices, as evidenced by a written notice to the
Participant bearing the name of the Custodian or its agent.
Article IV. Contributions
(a) General Limitations
Subject to paragraph (b), an Employer may contribute cash to the
Participant's Account in any taxable year in any amount which is not an
excess contribution as defined in Section 4973(c) of the Code (an "Excess
Contribution"). The Employer or the Participant shall compute the maximum
amount that may be contributed on his behalf in accordance with the
Participant's "exclusion allowance" as defined in Section 403(b)(2) of the
Code, and in accordance with the applicable limitations under Section
415(c) of the Code, which amount, subject to any special election permitted
the Participant under Section 415(c)(4) of the Code, shall not exceed the
lesser of (1) 25% of the Participant's compensation for the year, or (2)
$30,000 (as adjusted from time to time in accordance with regulations
issued pursuant to Section 415(d) of the Code).
The Custodian shall not be responsible for determining the amount an
Employer may contribute on behalf of the Participant, unless such
obligation is explicitly undertaken by separate written agreement, nor
shall the Custodian be responsible to recommend or compel Employer
contributions to the Account. The disposition of Excess Contributions will
be made in accordance with instructions from the Employer to the extent
they are consistent with applicable law.
(b) Additional Limitations for Salary Reduction Contributions
The amount contributed to the Account in any calendar year pursuant to a
voluntary Salary Reduction Agreement between the Participant and the
Employer shall not exceed the greater of (1) $9,500 or (2) $7,000 as
increased periodically pursuant to Section 402(g)(4) of the Code on account
of changes in the cost of living, reduced by the aggregate amounts
contributed in any calendar year at the election of the Participant to any
qualified cash OR deferred arrangement described in Section 401(k) of the
Code, any simplified employee pension described in Section 408(k)(6) of the
Code, and any eligible deferred compensation plan described in Section 457
of the Code; provided, however, that for any calendar year in which the
Participant has completed at least 15 years of service with an educational
organization, hospital, home health service agency, health and welfare
service agency, church or convention or association of churches (including
an organization described in Section 414(e)(3)(B)(ii) of the Code), the
limitation just described shall be increased by the least of the following:
(x) $3,000; (y) $15,000 reduced by any amounts excluded from the
Participant's gross income for prior taxable years by reason of Section
402(h)(i) of the Code; and (z) the excess of the product of $5,000 and the
number of the Participant's years of service with the Employer just
described, over the contributions made by that Employer for prior taxable
years of the Participant, at the Participant's election pursuant to Section
401(k), 408(k)(6) or 403(b) of the Code.
In the event that the Participant determines that an amount contributed
during a calendar year to the Account exceeds the limitation set forth in
the preceding sentence, and no later than March 1 of the following calendar
year notifies the Custodian in writing of the excess amount he has
determined (the "Excess Deferral"), the Custodian will distribute to the
Participant no later than the following April 15 the Excess Deferral and
the net income, if any, attributable to the Excess Deferral. The
responsibility and liability of the Custodian in connection with the Excess
Deferral shall be strictly limited in accordance with the terms of the
preceding sentence.
(c) After-Tax Contributions
The Participant may contribute to the Account, in addition to the amount
contributed on his behalf by the Employer (whether by Salary Reduction
Agreement or otherwise), an amount on an after-tax basis; provided,
however, that subject to any special election permitted the Participant
under Section 415(c)(4) of the Code, in any taxable year the sum of (1) the
amount of such contributions made by the Participant and (2) the amount
contributed to the Account pursuant to paragraph (a) shall not exceed the
lesser of (1) 25% of the Participant's compensation for the year, or (2)
$30,000 as adjusted from time to time in accordance with Regulations issued
pursuant to Section 415(d) of the Code.
Contributions made pursuant to this paragraph (c) must be made through
payroll deduction and must be transmitted to the Custodian by the Employer,
all in accordance with procedures established and approved in writing by
the Custodian. To the extent that the Employer maintains a written Section
403(b) plan for which this Account serves as a funding vehicle, such
contributions must also comply with the terms of such a plan.
(d) Method of Contribution
The initial contribution to the Account shall be made after proper receipt
by the Custodian or its agent of the Account Application, specifying the
Fund or Funds in which contributions are to be invested. Subsequent
contributions shall be identified by the Participant's name, Social
Security number, and contribution amount specified by the Participant.
Subsequent contributions will continue to be invested in the Fund(s)
previously selected unless instructions from the Participant, or the
Authorized Agent appointed by the Participant (or, following the death of
the Participant, his or her Beneficiary, executor or administrator),
specifying a different Fund(s) are received by the Custodian or the
Employer has communicated in writing to the Custodian that certain Funds
are no longer authorized under the Account. Such instructions may be given
by the Participant or his or her Authorized Agent (or, following the death
of the Participant, his or her Beneficiary, executor or administrator)
either in writing and signed by the Participant or his or her Authorized
Agent (or, following the death of the Participant, his or her Beneficiary,
executor or administrator), or by use of the telephone system maintained
for such purposes by the Custodian or its agent. If instructions as to
investment selection or investment allocation are, in the opinion of the
Custodian not clear, or specify an unauthorized Fund(s), the Custodian may
hold all or a part of the contribution invested in Fidelity Money Market
Trust - Retirement Government Money Market Portfolio (or, if not available,
in Fidelity Money Market Trust - Retirement Money Market Portfolio, or, if
not available, in Fidelity U.S. Government Reserves, or, if not available,
in Fidelity Cash Reserves) without liability, pending receipt of a fully
executed Account Application or clarifying written instructions from the
Participant or his or her Authorized Agent (or, following the death of the
Participant, his or her Beneficiary, executor or administrator).
Article V. Investment of Contributions and Assets
(a) Direction by Participant
All contributions to the Account and all assets in the Account shall be
invested in the Funds in accordance with instructions given by the
Participant or the Participant's Authorized Agent (or, following the death
of the Participant, his or her Beneficiary, executor or administrator), to
the Custodian in a manner acceptable to the Custodian. By giving such
instructions to the Custodian, the Participant or the Participant's
Authorized Agent (or, following the death of the Participant, his or her
Beneficiary, executor or administrator) will be deemed to have acknowledged
receipt of the then current prospectus of any Fund in which the Participant
or the Participant's Authorized Agent (or, following the death of the
Participant, his or her Beneficiary, executor or administrator) instructs
the Custodian to invest such contributions or assets. All income dividends
and capital gains or other distributions shall be reinvested in additional
Fund shares, which shall be credited to the Account. All Fund shares
acquired by the Custodian shall be registered in the name of the Custodian
or its nominee.
(b) Exchange Among Funds
The Participant or the Participant's Authorized Agent (or following the
death of the Participant, his or her Beneficiary, executor or
administrator) may instruct the Custodian to exchange all or any part of
the Fund shares held in the Custodial Account for shares of another Fund,
except as limited by the Employer's written 403(b) plan and, in the case of
such limitation, the Employer shall have specified in written instructions
to the Custodian and such instructions shall become effective only if and
to the extent accepted and agreed to in writing by the Custodian.
(c) Effect of Direction
The Custodian and its agents may conclusively rely upon and shall be
protected in acting upon any written order or telephone instructions from
the Participant or the Participant's Authorized Agent (or, following the
death of the Participant, his or her Beneficiary, executor or
administrator) or any other notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been properly
executed, and, so long as it acts in good faith, in taking or omitting to
take any other action.
The Custodian shall have no duty to question the directions of the
Participant, or the Participant's Authorized Agent (or, following the death
of the Participant, his or her Beneficiary, executor or administrator),
regarding the investment of the assets in the Account or to advise such
persons regarding the purchase, retention or sale of such investments, nor
shall the Custodian or the Company, or any of their affiliates, be liable
for any loss that results from the exercise of control (whether by his or
her action or inaction) over the Account by the Participant or the
Participant's Authorized Agent (or, following the death of the Participant,
his or her Beneficiary, executor or administrator).
Article VI. Transfer of Assets
(a) Transfer or Rollover to the Account
(1) The Participant or the Employer may transfer or cause to be
transferred to the Account, by rollover or otherwise, assets available from
an existing annuity contract or custodial account established under Section
403(b) of the Code (or an Individual Retirement Account (IRA) or other plan
established pursuant to Section 408 of the Code whose assets are
attributable solely to a previous rollover contribution thereto from one or
more such annuity contracts or custodial accounts) for which previous
contributions were made on the Participant's behalf; provided, however,
that the Custodian shall have no responsibility for the tax treatment to
the Participant of any such transfer or rollover; and provided, further,
that if the Employer maintains a written Section 403(b) plan for which this
Account serves as a funding vehicle, any restrictions imposed by the terms
of such plan upon incoming transfers of funds shall to the extent that they
are inconsistent with the provisions of this paragraph take precedence over
such provisions. Effective January 1, 1993, the Account will accept direct
rollovers of Eligible Rollover Distributions from another 403(b) annuity
contract or 403(b)(7) custodial account. Any assets which are transferred
or rolled over to the Account become subject to the restrictions on
distributions as outlined in Article VIII, paragraph (a).
(2) Any assets transferred to the Account from an existing annuity
contract established under section 403(b) of the Code which are
attributable to pre-1989 contributions, can only be withdrawn from the
Account, while the Participant is still employed by the Employer, on
account of financial hardship. The Participant is solely responsible for
providing such information as is necessary to properly allocate
contributions made prior to 1989. Absent the furnishing of such
information, the Custodian shall not be responsible for maintaining such
data or the consequences of not maintaining it.
(3) Any assets transferred to the Account from an existing annuity
contract established under section 403(b) of the Code which are
attributable to post-1988 non-salary reduction contributions, cannot be
withdrawn from the Account unless one of the events permitting
distribution, as described in Article VIII(a)(1)(A), (B), (C) or (D), has
occurred.
(4) The Participant is solely responsible for providing such information
as is necessary to properly allocate contributions made prior to 1987.
Absent the furnishing of such information, the Custodian shall not be
responsible for maintaining such data or the consequences of not
maintaining it.
(5) If instructions as to the investment of transferred assets or rollover
contributions are, in the opinion of the Custodian, not clear, the
Custodian will invest such assets according to the Fund allocation
currently in effect for the Participant's Account.
(6) The Custodian will not be responsible for any losses the Participant
may incur as a result of the timing of any transfer from another trustee or
custodian that are due to circumstances reasonably beyond the control of
the Custodian.
(7) The Custodian will invest any assets transferred over a period of
years from an existing annuity contract established under section 403(b) of
the Code to the Account according to the instructions of the Participant in
the year of the initial transfer and in subsequent years according to the
Fund allocation currently in effect for the Participant's Account when such
transfers are made.
(b) Transfer or Rollover from the Account
Subject to the restriction described in paragraph (c), the Participant
reserves the right to transfer all or part of the assets of the Account, by
rollover or otherwise, to such other form of annuity contract or custodial
account described in Section 403(b) of the Code or to such Individual
Retirement Account (IRA) or other plan established pursuant to Section 408
of the Code as the Participant may determine, upon written instructions to
the Custodian, in such form as the Custodian may reasonably require.
Neither the Custodian nor the Company shall have any responsibility for the
tax treatment to the Participant of any such transfer or rollover. If the
Employer maintains a written Section 403(b) plan for which this Account
serves as a funding vehicle, any restrictions imposed by the terms of such
plan upon transfers of funds from the Account shall to the extent that they
are inconsistent with the provisions of this paragraph take precedence over
such provisions; provided that the Custodian does not assume and shall not
assume any responsibility regarding such restrictions unless and until the
Employer shall have specified such restrictions in written instructions to
the Custodian and such instructions are accepted and agreed to in writing
by the Custodian. If the Participant transfers all or part of the Account
by rollover to an Individual Retirement Account or other plan established
pursuant to Section 408 of the Code, all assets so rolled over will become
subject to the minimum distribution rules of Section 401(a)(9) of the Code.
(c) Restrictions on Transfer
The assets in the Account may not be transferred to a contract or account
described in Section 403(b) of the Code under which such transferred assets
would be subject to distribution restrictions less stringent than those
described in Article VIII, paragraph (a).
(d) Effect of Transfer or Rollover
Neither the Custodian nor the Company shall be liable for losses arising
from the acts, omissions, or delays or other inaction of any party
transferring assets to the Account or receiving assets transferred from the
Account pursuant to this Article VI.
Article VII. Designation of Beneficiary
(a) A Participant may designate a Beneficiary or Beneficiaries at any time,
and any such designation may be changed or revoked at any time, by written
designation signed by the Participant on a form acceptable to, and filed
with the Custodian. Such designation, or change or revocation of a prior
designation, shall be effective upon its receipt by the Custodian;
provided, however, that no such designation or change or revocation may be
filed with the Custodian later than thirty (30) days after the death of the
Participant. The latest such designation or change or revocation shall
control, except as determined by applicable law, or unless a married
Participant's Account is subject to the provisions of paragraph (b) of this
Article VII. If the Participant had not by the date of his or her death
properly designated a Beneficiary in accordance with the preceding
sentence, or if no designated Beneficiary survives the Participant, the
Participant's Beneficiary shall be his or her surviving spouse, but if he
or she has no surviving spouse, his or her estate, provided, however, that
if the Employer maintains a written Section 403(b) plan for which this
account serves as a funding vehicle, the plan's provisions with respect to
beneficiaries will prevail. Notwithstanding the preceding sentence, the
Custodian does not assume and shall not assume any responsibility regarding
the provisions of the 403(b) plan with respect to beneficiaries unless and
until the Employer shall have specified such provisions in written
instructions to the Custodian and such instructions are accepted and agreed
to in writing by the Custodian. Unless otherwise specified in the
Participant's designation of Beneficiary, if a Beneficiary dies before
receiving his or her entire interest in the Custodial Account, his or her
remaining interest in the Custodial Account shall be paid to the
Beneficiary's estate.
(b) If a married Participant's Custodial Account is part of an "employee
pension benefit plan" (as defined in the Act), a married Participant's
designation of a primary Beneficiary other than his or her spouse shall be
invalid as to 50% of the Participant's Account balance (or a higher
percentage, if so provided under the Employer's Plan) unless the
Participant's spouse consents in writing to the election, and the spouse's
consent acknowledges the effect of the election and is witnessed by a
notary public, or, if agreed to in writing by the Custodian, a
representative of the Employer's Plan. If the consent of the Participant's
spouse is obtained prior to the first day of the plan year in which the
Participant attains age 35, or the date of separation from service, if
earlier, such consent will become ineffective as of the first day of the
plan year in which the Participant attains age 35, or the date of
separation from service, if earlier. In such case the Participant's spouse
must execute a new consent, witnessed by a notary public, or, if agreed to
in writing by the Custodian, a representative of the Employer's Plan.
Notwithstanding the foregoing, the Custodian does not assume and shall not
have any responsibility under this Article VII, Paragraph (b) unless and
until the Employer shall have specified such responsibility with respect to
designations of beneficiaries in written instructions to the Custodian and
such instructions are accepted and agreed to in writing by the Custodian.
(c) If a distribution upon the death of the Participant is payable to a
person known by the Custodian to be a minor or otherwise under a legal
disability, the Custodian may, in its absolute discretion, make all, or any
part of the distribution to (1) a parent of such person, (2) the guardian,
conservator, or other legal representative, wherever appointed, of such
person, (3) a custodial account established under a Uniform Gifts to Minors
Act, Uniform Transfers to Minors Act, or similar act, (4) any person having
control or custody of such person, or (5) to such person directly.
Article VIII. Distributions Before Death
(a) Events Permitting Distributions
(1) Distribution of the assets in a Participant's Account shall be made
promptly following the later of (1) receipt by the Custodian of notice that
one of the events upon which distribution is permitted under Section
403(b)(7) of the Code has occurred, and (2) receipt by the Custodian of the
written election described in paragraph (b). The events permitting
distribution under Section 403(b)(7) of the Code are the following:
(A) The Participant has attained age 59 1/2, or the normal retirement age
specified in the Account Application, whichever is later.
(B) The Participant has separated from service with the Employer.
(C) The Participant has become Disabled (within the meaning of Section
72(m)(7) of the Code).
(D) The Participant has died.
(E) The Participant has incurred a financial hardship within the meaning of
Section 403(b)(7)(A)(ii) of the Code (subject to the conditions described
in Article X, paragraph (a)).
(2) A Participant who separates from service with the Employer before the
attainment of age 59 1/2 may take distributions from the Account in the
form of substantially equal periodic payments as provided for in Section
72(t)(2)(A)(iv) of the Internal Revenue Code.
(b) Forms of Distribution
Subject to the other requirements of this Article VIII, the Participant
may elect, on a distribution form approved by the Custodian, to receive
distributions from the Account in any of the following forms:
(1) A total distribution in cash or Fund shares.
(2) An Eligible Rollover Distribution.
(3) Periodic installment payments.
(4) A specific dollar amount as directed by the Participant from time to
time.
(5) In the form of a fixed or variable annuity contract purchased from an
insurance company at the Participant's instruction and distributed to the
Participant, providing for periodic payments over any of the following
periods as specified by the Participant: the life of the Participant, the
lives of the Participant and his or her surviving spouse, or a period
certain not to exceed the period described in subparagraph (e)(1)(A).
(6) In the form of a fixed or variable annuity contract, purchased from an
insurance company at the Participant's instruction and distributed to the
Participant, for the amount of the entire balance of the Account, payable
for the life of the Participant, with a survivor annuity for the
Participant's spouse in an amount equal to 50% of the amount payable during
the joint lives of the Participant and the Participant's spouse, or another
payment method that meets the requirements of Sections 205(a)(1) of Title 1
of the Act (hereinafter termed a "joint and survivor spousal annuity").
(c) Joint and Survivor Spousal Annuity
A Participant must specify one of the forms of distribution listed in
paragraph VIII(b) and the Custodian shall have no obligation to make any
distribution until it receives such specification pursuant to an
instruction acceptable to the Custodian. However, in the case of a
Participant whose Account is part of an "employee pension benefit plan" (as
defined in the Act), a married Participant's election to receive
distributions in any form other than a joint and survivor spousal annuity
shall be invalid unless the Participant's spouse consents in writing to the
election, and the spouse's consent acknowledges the effect of the election
and is witnessed by a notary public or, if agreed to in writing by the
Custodian, a representative of the Employer's plan. If the Participant
does not elect a form of distribution, distribution to a married
Participant shall be made in the form of a joint and survivor spousal
annuity, and distribution to an unmarried Participant shall be made in the
form of an annuity for the Participant's life. Upon its receipt of notice
from a Participant pursuant to paragraph VIII(a), the Custodian shall
provide to the Participant a written explanation of: the terms and
conditions of the joint and survivor spousal annuity; the Participant's
right to make, and the effect of, an election to receive distributions in a
form other than a joint and survivor spousal annuity; the right of the
Participant's spouse to withhold consent to such an election; and the
Participant's right to revoke an election prior to commencement of
distributions. Notwithstanding the foregoing, if the Employer maintains a
written Section 403(b) plan for which this Account serves as a funding
vehicle, the terms and conditions of such plan with regard to distributions
commencing during a Participant's lifetime shall to the extent that they
are inconsistent with the provisions of this paragraph take precedence over
such provisions (subject to the conditions described in Article X,
Paragraph (a)).
(d) Required Beginning Date
The Participant's entire interest in the Custodial Account must be, or
begin to be, distributed by the Participant's required beginning date. By
that date, the Participant may elect, in a manner acceptable to the
Custodian, to have the balance in the Custodial Account distributed in any
of the forms described in paragraph VIII(b), and subject to the other
requirements of this Article VIII.
(1) General Rule. The required beginning date of a Participant is the
April 1 of the calendar year following the calendar year in which the
Participant attains age 70 1/2.
(2) Transitional Rules. The required beginning date of a Participant who
attained age 70 1/2 before January 1, 1988 is the April 1 of the calendar
year following the calendar year of the Participant's retirement or
attainment of age 70 1/2, whichever is later.
The required beginning date of a Participant who attained age 70 1/2 during
1988 and who has not retired as of January 1, 1989 is April 1, 1990.
(e) Determination of Amount To Be Distributed Each Year
If the Participant's interest is to be distributed in other than a total
distribution, the following minimum distribution rules shall apply on or
after the required beginning date. Subparagraphs VIII(e)(1) through (3)
apply to distributions in forms other than the purchase of an annuity
contract.
(1) If a Participant's Benefit is to be distributed over (A) a period not
extending beyond the Life Expectancy of the Participant or the Joint Life
and Last Survivor Expectancy of the Participant and his Designated
Beneficiary, or (B) a period not extending beyond the Life Expectancy of
the Designated Beneficiary, the amount required to be distributed for each
calendar year, beginning with distributions for the first Distribution
Calendar Year, must at least equal the quotient obtained by dividing the
Participant's Benefit by the Applicable Life Expectancy.
(2) For calendar years beginning after December 31, 1988, the amount to be
distributed each year, beginning with distributions for the first
Distribution Calendar Year, shall not be less than the quotient obtained by
dividing the Participant's Benefit by the lesser of (A) the Applicable Life
Expectancy or (B) if the Participant's spouse is not the Designated
Beneficiary, the applicable divisor determined from the table set forth in
Q&A-4 of Section 1.401(a)(9)-2 of the Income Tax Regulations.
Distributions after the death of the Participant shall be distributed using
the Applicable Life Expectancy in subparagraph (A) above as the relevant
divisor, without regard to Regulations Section 1.401(a)(9)-2.
(3) The minimum distribution required for the Participant's first
Distribution Calendar Year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar
years, including the minimum distribution for the Distribution Calendar
Year in which the Participant's required beginning date occurs, must be
made on or before December 31 of that Distribution Calendar Year.
(4) If the Participant's Benefit is distributed in the form of an annuity
contract purchased from an insurance company, distributions thereunder
shall be made in accordance with the requirements of Section 401(a)(9) of
the Code and the regulations thereunder.
Applicable Life Expectancy means the Life Expectancy (or Joint and Last
Survivor Expectancy) calculated using the attained age of the Participant
(or Designated Beneficiary) as of the Participant's (or Designated
Beneficiary's) birthday in the applicable calendar year, reduced by one for
each calendar year which has elapsed since the date Life Expectancy was
first calculated. If Life Expectancy is being recalculated, the Applicable
Life Expectancy shall be the Life Expectancy as so recalculated. The
applicable calendar year shall be the first Distribution Calendar Year, and
if Life Expectancy is being recalculated, such succeeding calendar year.
If annuity payments commence in accordance with subparagraph VIII(e)(4)
before the required beginning date, the applicable calendar year is the
year such payments commence. If distribution is in the form of an
immediate annuity purchased after the Participant's death with the
Participant's remaining interest in the Account, the applicable calendar
year is the year of purchase.
Participant's Benefit means the account balance as of December 31 (the
valuation date) of the calendar year immediately preceding the Distribution
Calendar Year (valuation calendar year), increased by the amount of any
contributions allocated to the account balance as of dates in the valuation
calendar year after the valuation date and decreased by (1) distributions
made in the valuation calendar year after the valuation date, and (2) the
account balance as of December 31, 1986, decreased by any amount
distributed in a calendar year after December 31, 1986 which exceeded the
required minimum for such calendar year. For purposes of the preceding
sentence, if any portion of the minimum distribution for the first
Distribution Calendar Year is made in the second Distribution Calendar Year
on or before the required beginning date, the amount of the minimum
distribution made in the second Distribution Calendar Year shall be treated
as if it had been made in the immediately preceding Distribution Calendar
Year.
Designated Beneficiary means the individual who is designated under
Article VII of the Agreement as the Beneficiary of a Participant, in
accordance with Section 401(a)(9) of the Code and the regulations
thereunder.
Distribution Calendar Year means a calendar year for which a minimum
distribution is required under Section 401(a)(9) of the Code and this
Article VIII. For distributions beginning before the Participant's death,
the first Distribution Calendar Year is the calendar year immediately
preceding the calendar year which contains the Participant's required
beginning date.
Life Expectancy and Joint and Last Survivor Expectancy are computed by use
of the expected return multiples in Tables V and VI of Section 1.72-9 of
the Income Tax Regulations. Unless otherwise elected by the Participant
(or his or her spouse, in the case of distributions described in Article
IX) by the time distributions are required to begin, Life Expectancies
shall be recalculated annually. Any such election shall be irrevocable as
to the Participant (or spouse) and shall apply to all subsequent years.
The Life Expectancy of a nonspouse beneficiary may not be recalculated.
(f) Other 403(b) arrangements
The determination of the amount to be distributed each year must be done
for each of the Participant's annuity contracts or custodial accounts
established under Section 403(b) of the Code. However, pursuant to Notice
88-38, 1988-1 C.B. 524, the total amount to be distributed may be taken
from any of such contracts or custodial accounts. The Custodian shall not
have any responsibility for making the determination under this paragraph.
(g) Vesting
Notwithstanding anything in this Agreement to the contrary, if the
Employer maintains a written Section 403(b) plan for which this Account
serves as a funding vehicle, such plan contains a vesting schedule, and the
Custodian has agreed in writing to maintain such vesting schedule, the
Participant's interest in the Custodial Account may, to the extent it is
subject to the plan's vesting schedule, be forfeited in accordance with the
provisions of the plan.
Article IX Distributions After Death
(a) General
If the Participant dies before his or her entire interest is distributed
to him or her, the entire remaining interest will be distributed as
follows:
(1) If the Participant dies on or after the Participant's required
beginning date, distribution must continue to be made at least as rapidly
as under the method of distribution being used before the Participant's
death.
(2) If the Participant dies before the Participant's required beginning
date, the entire remaining interest will, at the election of the
Beneficiary or Beneficiaries, either
(A) Be distributed by the December 31 of the year containing the fifth
anniversary of the Participant's death, or
(B) Be distributed in equal or substantially equal payments over the life
or life expectancy of the Designated Beneficiary or Beneficiaries.
The election of either (A) or (B) must be made by December 31 of the year
following the year of the Participant's death. If the Beneficiary or
Beneficiaries do not elect either of the distribution options described in
(A) or (B), distributions will be made in accordance with (B) if the
Beneficiary is the Participant's surviving spouse and in accordance with
(A) if the Beneficiary or Beneficiaries are or include anyone other than
the surviving spouse. In the case of distributions under (B),
distributions must commence by December 31 of the year following the year
of the Participant's death. If the Participant's spouse is the
Beneficiary, distributions need not commence until December 31 of the year
the Participant would have attained age 70 1/2, if later.
(b) Failure to Elect Form of Distribution
In the absence of an election of a form of distribution by a Beneficiary,
any distribution to the Participant's surviving spouse shall be made in the
form of an immediate annuity contract for the life of the surviving spouse,
purchased from an insurance company and distributed to the surviving
spouse, or another payment method that meets the requirements of Section
205(a)(2) of Title I of the Act. In the absence of such an election by a
Beneficiary other than a surviving spouse, distribution shall be made in a
single sum payment in Fund shares. In the event of the death of a
Beneficiary who has begun to receive distributions pursuant to this Article
IX, any balance remaining in the Account shall be distributed within one
year after the death of the Beneficiary, to the estate of the deceased
Beneficiary. Notwithstanding the foregoing, if the Employer maintains a
written Section 403(b) plan for which this Account serves as a funding
vehicle, the terms and conditions of such plan with regard to distributions
commencing after a Participant's death shall, to the extent that they are
inconsistent with the provisions of this Article IX, take precedence over
such provisions (subject to the conditions described in Article X,
Paragraph (a)).
Article X. In-Service Withdrawals and Miscellaneous Provisions Applicable
to Distributions
(a) Effect of Employer Plan
Notwithstanding the foregoing provisions of Articles VII, VIII and IX,
distribution to the Participant or Beneficiary of any part or all of the
assets in the Account shall be made in accordance with such other
provisions, restrictions, or limitations as to the time, amount, or
optional forms of distributions (including, without limitation,
distributions on account of financial hardship within the meaning of
Section 403(b)(7)(A)(ii) of the Code) as the Employer shall have specified
in written instructions to the Custodian. Such instructions of the
Employer shall become effective only if and to the extent accepted and
agreed to in writing by the Custodian. If such instructions shall have the
effect of requiring separate accounting for contributions made by the
Employer and contributions made by the Employee pursuant to a Salary
Reduction Agreement, the Custodian shall account separately for amounts in
the Account attributable to each type of contribution, but only if the
Employer shall provide the Custodian with information sufficient to
identify the source of such contributions to the Account.
(b) Responsibilities of Custodian
The Custodian does not assume, and shall not have any responsibility to
make, any distribution except in accordance with written instructions
(including, without limitation, distributions on account of financial
hardship within the meaning of Section 403(b)(7)(A)(ii) of the Code), or to
make any distribution in the form of an annuity contract unless and until
the Custodian has received written instructions satisfactory to it
identifying the particular annuity contract and the insurance company from
which it is to be purchased, or to determine or give advice with respect to
life expectancies or the selection of annuity contracts. In addition, no
distribution shall be required unless and until the Custodian shall have
been furnished with all certificates, signature guarantees, and other
documents (including proof of any legal representative's authority) that it
may have requested. When distribution is made in the form of an annuity
contract, the contract must be nontransferable and its payment terms must
comply with those of the form of distribution specified by or for the
payee. The Account shall be deemed terminated upon the distribution of
such a contract, and the provisions of the Agreement shall thereafter be
null and void. Neither the Custodian nor the Company shall be liable for
the acts or omissions of any insurance company from which such an annuity
contract is purchased in accordance with the instructions of the
Participant (or, following the death of the Participant, of his or her
Beneficiary, executor or administrator). Notwithstanding the above, the
Custodian is empowered to make a distribution absent a written instruction
if directed to do so pursuant to a court order or tax levy and the
Custodian shall in such event incur no liability to anyone for acting in
accordance with such court order or tax levy.
(c) Tax Withholding
Any distribution payment shall be made by the Custodian subject to
withholding of any income or other taxes required by federal law.
Effective January 1, 1993, the Custodian shall withhold federal income tax
at the rate of 20% from any Eligible Rollover Distribution from the Account
which is not directly rolled over to another 403(b) annuity, 403(b)(7)
custodial account, or individual retirement account (as defined in Section
408 of the Code). However, payments made by the Custodian to a registered
Investment Advisor, as authorized by the Participant on the 403(b)
Financial Advisor Fee Authorization form, shall not be subject to
withholding of any income or other taxes required by federal law.
(d) Qualified Domestic Relations Orders
Any distribution pursuant to a domestic relations order or qualified
domestic relations order is subject to the Procedures for Distributions
Pursuant to Qualified Domestic Relations Orders under the Fidelity
Investments Section 403(b)(7) Individual Custodial Account Agreement, which
procedures are incorporated herein by reference.
(e) Non-Assignment
The interest of the Participant in the Account shall be used for the
exclusive benefit of the Participant or his or her Beneficiaries; shall be
non-forfeitable at all times (unless subject to a vesting schedule pursuant
to Article VIII, paragraph (g) above); shall not be assigned or transferred
by the Participant; and shall not be subject to alienation, assignment,
trustee process, garnishment, attachment, execution or levy of any kind,
except with regard to payment of the expenses of the Custodian and its
agent as authorized by the provisions of the Agreement and except to the
extent required by law, or as evidenced by a court order or tax levy as
described in Article X, paragraph (b), above.
Article X. Miscellaneous Provisions Applicable to Distributions
(f) Plan Loans
(1) General Terms and Conditions
If the Employer maintains a written 403(b) plan for which this Account
serves as a funding vehicle and such Employer has adopted a loan program
under the terms of its plan and specified in written instructions to the
Custodian, such written instructions shall become effective only if and to
the extent accepted and agreed to in writing by the Custodian. Any
Participant of such 403(b) plan who has an Account balance may then apply
for a loan if permitted under an Employer loan program and shall be subject
to the following conditions and limitations:
(A) Loans shall be made available to all Participants of the Employer's
plan on a reasonably equivalent basis.
(B) Loans shall not be made available to "highly compensated employees" (as
defined in Section 414(q) of the Code) in an amount greater than that
available to other employees (relative to the borrower's Account balance).
(C) Loans must be adequately secured and bear a reasonable rate of
interest. A reasonable rate of interest is one that is comparable to the
rate charged by commercial lenders for similar loans.
(2) Maximum Principal Amount
The maximum principal amount of any loan received from the Employer's plan
shall not exceed the lesser of (i) fifty percent (50%) of the Participant's
vested Account balance (determined as of the business day immediately
following the date the Participant's loan application is received in good
order), or (ii) $50,000, reduced where applicable by the Participant's
highest outstanding loan balance from all of the Employer's plans during
the preceding 12-month period ending on the day before the date the loan is
made.
(3) Minimum Principal Amount
The minimum principal amount of any loan is $1000.
(4) Designation of Investment Funds
Upon receipt of a completed loan application, the loan amount will be
withdrawn from the designated Fund as specified by the Employer in written
instruction to the Custodian.
(5) Repayment
The period for repayment for loans shall not exceed five years from the
date of the loan (except in the case of a loan used to acquire a principal
residence, if permitted under the Employer's plan). The terms of a loan
shall require that repayment (principal and interest) be amortized in level
payments, not less frequently than quarterly, throughout the payment
period.
Loans shall be repaid through after-tax payroll deduction through the
Employer, in the format required by the Custodian, and will be invested in
the Fund(s) based on the current instructions of the Participant for
contributions as described in paragraph (d) of Article IV.
Loans may be repaid in full without penalty at any time. Partial
prepayments are not allowed.
A new loan can be applied for and used to repay an outstanding loan if the
outstanding loan has been established for more than 12 months and the new
loan amount requested does not exceed the maximum principal amount as
described in Article X(f)(2).
(6) Spousal Consent
In the case of an Account that is part of an "employee pension benefit
plan" (as defined in the Act), a Participant must obtain the written
consent of his or her spouse, if any, to use the Account balance as
security for the loan. Spousal consent shall be obtained no earlier than
the beginning of the 90-day period that ends on the date on which the loan
is to be secured. The consent must acknowledge the effect of the loan, and
be witnessed by a plan representative or a notary public. Such consent
will thereafter be binding with respect to the consenting spouse or any
subsequent spouse with respect to that loan. A new consent shall be
required if the Account balance is used for renegotiation, extension,
renewal, or other revision of the loan.
(7) Default and Foreclosure
The Employer shall determine when a default has occurred in accordance
with the terms of the loan program that the Employer has adopted under its
plan. The Custodian will default such loan upon written instruction from
the Employer that a default has occurred. In the event of default,
foreclosure on the note and attachment of security will not occur until a
distributable event occurs with respect to the Account.
(8) Fees
The Custodian may collect out of the Account expenses for loan processing
and other fees relating to loan transactions to a Participant's Account, in
accordance with its policies in effect at that time.
Article XI. Administration
(a) Custodian as Agent
The Custodian is an agent appointed by the Participant to perform solely
the duties assigned to it under the Agreement, it being acknowledged that
certain of such duties may be performed by the Custodian (or one of its
affiliates) in any event pursuant to one or more other contractual
arrangements or relationships; provided further, that the Employer may
enter into one or more contractual arrangements or relationships with
Fidelity Investments Institutional Operations Company (FIIOC), an affiliate
of the Custodian and a division of FMR Corp., in order that FIIOC may
perform certain ministerial recordkeeping functions for the Account. The
Custodian (or any of its affiliates) shall not be deemed to be a fiduciary
in carrying out the following duties:
(1) To receive contributions pursuant to the provisions of the Agreement;
(2) To hold, invest and reinvest the contributions in Fund shares;
(3) To register any property held by the Custodian in its own name, or in
nominee or bearer form that will pass delivery; and
(4) To make distributions from the Account in cash or in Fund shares
pursuant to the provisions of the Agreement.
(b) Voting
The Custodian shall mail to the Participant all prospectuses and proxies
that may come into the Custodian's possession by reason of its custody of
Fund shares. The Custodian shall not vote any Fund shares held hereunder
except in accordance with the Participant's written instructions; provided,
however, that the Custodian may, in the absence of instructions, vote
"present" for the sole purpose of allowing such shares to be counted for
establishment of a quorum at a shareholders' meeting.
(c) Reports
The Custodian shall keep accurate and detailed accounts of receipts,
investments and disbursements. The Custodian shall file such reports with
the Internal Revenue Service as may be required to be filed by the
Custodian (not including such reports as may be required to be filed by the
Employer). The Custodian, the Employer and the Participant shall furnish
to one another such information relevant to the Account as may be required
in connection with any such reports. Unless the Participant sends the
Custodian written objection to a report within sixty (60) days after its
receipt, the Participant shall be deemed to have approved such report, and
in such case the Custodian shall be forever released and discharged from
all liability and accountability to anyone with respect to all matters and
things included therein. The Custodian may seek a judicial settlement of
its accounts. In any such proceeding the only necessary party thereto in
addition to the Custodian shall be the Participant.
(d) Written Notices
All written notices or communications to the Participant or the Employer
shall be effective when sent by first class mail to the last known address
of the Participant or the Employer on the Custodian's records. All written
notices or communications to the Custodian shall be mailed or delivered to
the Custodian at its designated mailing address, and no such written notice
or communication shall be effective until the Custodian's actual receipt
thereof. The Custodian shall be entitled to rely conclusively upon, and
shall be fully protected in any action or nonaction taken in good faith in
reliance upon, any written notices or other communications or instruments
believed to be genuine and to have been properly executed.
(e) Limitations on Custodian's Liability and Indemnification
The Participant and the Custodian intend that the Custodian shall have and
exercise no discretion, authority, or responsibility as to any investment
in connection with the Account and the Custodian shall not be responsible
in any way for the purpose, propriety or tax treatment of any contribution,
or of any distribution, or any other action or nonaction taken pursuant to
the Participant's direction or that of the Participant's Authorized Agent
(or, following the death of the Participant, of his or her Beneficiary,
executor or administrator). The Participant who directs the investment of
his or her Account shall bear sole responsibility for the suitability of
any directed investment and for any adverse consequences arising from such
an investment, including, without limitation, the inability of the
Custodian to value or to sell an illiquid investment, or the generation of
unrelated business taxable income with respect to an investment. To the
fullest extent permitted by law, the Participant or the Participant's
Authorized Agent (or, following the death of the Participant, his or her
Beneficiary, executor or administrator, as appropriate), shall at all times
fully indemnify and save harmless the Custodian, the Company and their
agents, affiliates, successors and assigns and their officers, directors
and employees, from any and all liability arising from the investment
direction of the Participant or the Participant's Authorized Agent (or,
following the death of the Participant, of his or her Beneficiary, executor
or administrator) under this Account and from any and all other liability
whatsoever which may arise in connection with this Agreement except
liability arising under applicable law or liability arising from gross
negligence or willful misconduct on the part of the indemnified person.
Although the Custodian shall have no responsibility to give effect to a
direction from anyone other than the Participant (or, following the death
of the Participant, his or her Beneficiary, executor or administrator), the
Custodian may, in its discretion, establish procedures pursuant to which
the Participant may delegate to a third party any or all of the
Participant's powers and duties hereunder, provided, however, that in no
event may anyone other than the Participant execute the application by
which this Agreement is adopted or the form by which the Beneficiary is
appointed, and provided, further, that any such third party to whom the
Participant has so delegated powers and duties shall be treated as the
Participant for purposes of applying the preceding sentences of this
paragraph and the provisions of Article V.
(f) Expenses
The Custodian shall collect out of the Account expenses of administration,
including, if any, the fees of counsel employed by the Custodian relating
directly to administration of or claims against or on behalf of the
Account, taxes, and fees for maintaining the Account that are set forth in
the Account Application or are effective in accordance with any schedule of
fees subsequently adopted by the Custodian upon thirty (30) days' written
notice to the Participant. The Custodian may redeem Fund shares and use
the proceeds of redemption to pay the foregoing expenses, taxes or fees or
bill the Participant directly for such expenses, taxes or fees.
Article XII. Resignation or Removal of Custodian
The Company may remove the Custodian at any time, and the Custodian may
resign at any time, upon thirty (30) days' written notice to the
Participant. Upon the removal or resignation of the Custodian, the Company
may, but shall not be required to, appoint a successor custodian under this
Custodial Agreement; provided that any successor custodian shall satisfy
the requirements of Section 401(f)(2) of the Code. Upon any such
successor's acceptance of appointment, the Custodian shall transfer the
assets of the Custodial Account, together with copies of relevant books and
records, to such successor custodian; provided, however, that the Custodian
is authorized to reserve such sum of money or property as it may deem
advisable for payment of any liabilities constituting a charge on or
against the assets of the Custodial Account, or on or against the Custodian
or the Company. The Custodian shall not be liable for the acts or
omissions of any successor to it. If no successor custodian is appointed
by the Company, the Custodial Account shall be terminated in accordance
with Article XIII.
Article XIII. Amendment and Termination
(a) Power of Company to Amend
The Participant, the Employer, and the Custodian delegate to the Company,
or its successors, the power to amend the Agreement (including retroactive
amendments). The Company shall give prompt written notice to the
Participant and the Employer of any amendment.
(b) Limitation on Amendment
No amendment to the Agreement shall be effective if it would cause or
permit (1) any part of the Account to be used for, or diverted to, any
purpose other than the exclusive benefit of the Participant or the
Participant's Beneficiaries, except with regard to payment of the expenses
of the Custodian and the Company as authorized by the provisions of this
Agreement and except to the extent required by law; (2) the Participant to
be deprived of any portion of his or her interest in the Account, unless
such amendment is necessary to conform the Agreement to the conditions of
any law, governmental regulation or ruling; or (3) the imposition of any
additional duty on the Custodian or the Company without its consent.
(c) Termination
The Participant reserves the right to terminate further contributions to
the Account pursuant to a Salary Reduction Agreement, by agreement with the
Employer. Upon termination of the Account, the Agreement shall be
considered to be rescinded and of no force and effect. The appointment of
a successor custodian pursuant to Article XII shall not be a termination of
the Account, nor shall the amendment of the Agreement by any successor
custodian be a termination of the Account.
(d) Distribution upon Termination
Termination of the Account shall be effected by distributing all assets
thereof. There shall be no liability on the part of the Custodian or the
Company for any tax consequences to the Participant or his or her
Beneficiaries resulting from such distribution.
Article XIV. Effect of Other 403(b) Arrangements
The Agreement shall not prevent the Participant or the Employer from
purchasing, for the benefit of and in the name of the Participant, an
annuity contract or contracts that qualify under Section 403(b) of the
Code, or from making contributions for the benefit of the Participant to
any other custodial account or accounts that qualify under Section
403(b)(7) of the Code, provided that the aggregate Employer payments or
contributions to or under such annuity contracts or custodial accounts and
under the Account shall not exceed the maximum permissible amounts as
determined pursuant to Article IV hereof.
Article XV. Governing Law
THE AGREEMENT IS ACCEPTED IN, AND SHALL BE GOVERNED BY, THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS, EXCEPT AS SUPERSEDED BY FEDERAL LAWS OR
REGULATIONS.
403(b) Indiv. Custodial Agmt. 1995 Revision
Effective 04/01/95

Exhibit 14(o)
PLYMOUTH INVESTMENTS DEFINED CONTRIBUTION
RETIREMENT PLAN AND TRUST AGREEMENT

TABLE OF CONTENTS
ARTICLE 1. - INTRODUCTION 1
ARTICLE 2. - DEFINITIONS 1
2.1. "Account" or "Accounts" 1
2.2. "Adoption Agreement" 1
2.3. "Affiliated Employer" 1
2.4. "Break in Service" 1
2.5. "Business" 2
2.6. "Code" 2
2.7. "Compensation" 2
2.8. "Earned Income" 2
2.9. "Earnings" 2
2.10. "Effective Date" 2
2.11. "Employee" 2
2.12. "Employer" 3
2.13. "Employer Contribution Account" 3
2.14. "Hour of Service" 3
2.15. "Owner-Employee" 4
2.16. "Participant" 4
2.17. "Participant Contribution Account" 4
2.18. "Plan Year" 4
2.19. "Prototype Plan" 4
2.20. "Registered Investment Company" 4
2.21. "Self-employed Individual" 5
2.22. "Sponsor" 5
2.23. "Trust" 5
2.24. "Year of Service" 5
2.25. "Broker" 5
2.26. "Broker Plan" 5
ARTICLE 3. - PARTICIPATION 5
3.1. General Rule 5
3.2. Special Rule for Former Participants 6
3.3. Owner-Employee as Participant:Multiple Businesses 6
3.4. Participation in Employer Contributions 7
ARTICLE 4. - CONTRIBUTIONS 7
4.1. Contributions By the Employer 7
4.2. Time and Manner of Employer Contributions 8
4.3. Vesting 8
4.4. Contributions By Participants 9
ARTICLE 5. - INVESTMENT OF CONTRIBUTIONS 9
5.1. Direction by Participant 9
5.2. Investments 10
5.3. Reinvestment of Earnings 10
5.4. Broker 10
ARTICLE 6. - PAYMENT OF BENEFITS 10
6.1. Retirement or Termination Benefits 10
6.2. Death Benefits; Designation of Beneficiary 11
6.3. Manner of Distribution 12
6.4. Restriction on Immediate Distributions 13
6.5. Special Rules for Annuity Contracts 14
6.6. Distribution Procedure 14
6.7. Claims 14
6.8. Appeal and Review 15
ARTICLE 7. - JOINT AND SURVIVOR ANNUITY REQUIREMENTS 15
7.1. Applicability. 15
7.2. Qualified Joint and Survivor Annuity 16
7.3. Qualified Preretirement Survivor Annuity 16
7.4. Definitions 17
7.5. Notice Requirements 18
ARTICLE 8. - MINIMUM DISTRIBUTION REQUIREMENTS 19
8.1. General Rules 19
8.2. Required Beginning Date 19
8.3. Limits on Distribution Periods 20
8.4. Determination of Amount To Be Distributed Each
Year. 21
8.5. Death Distribution Provisions. 22
ARTICLE 9. - AMENDMENT AND TERMINATION 24
9.1. Sponsor's Right to Amend 24
9.2. Employer's Right to Amend 24
9.3. Certain Amendments Prohibited 25
9.4. Termination of the Plan and Trust 25
9.5. Procedure Upon Termination of Trust 25
ARTICLE 10. - MISCELLANEOUS 25
10.1. Status of Participants 25
10.2. Administration and Enforcement 25
10.3. Transfers and Rollovers 26
10.4. Condition of Plan and Trust Agreement 27
10.5. Inalienability of Benefits 27
10.6. Governing Law 27
10.7. Merger or Consolidation of Plan 28
10.8. Failure of Qualification 38
10.9. Leased Employees 28
10.10. Changes in Vesting Schedule 29
ARTICLE 11. - LIMITATIONS ON ALLOCATIONS 29
11.1. Definitions 29
11.2. Participation Only in This Plan 32
11.3. Participation in Additional Prototype Defined
Contribution Plan 33
11.4. Participation in Other Defined Contribution Plans 34
11.5. Participation in Defined Benefit Plan 35
ARTICLE 12. - RIGHTS AND DUTIES OF TRUSTEE 35
12.1. Establishment of Trust Fund 35
12.2. Exclusive Benefit 35
12.3. Reports of the Trustee and the Employer 36
12.4. Fees and Expenses of the Trust 36
12.5. Limitation of Duties and Liabilities 37
12.6. Substitution, Resignation or Removal of Trustee 37
ARTICLE 13. - TRANSITIONAL RULES 38
13.1. Applicability 38
13.2. Joint and Survivor Annuity Rules 38
13.3. Certain Distributions 40
ARTICLE 14. - SPECIAL PROVISIONS FOR BROKER PLANS 41
14.1. Applicability 41
14.2. Reports 41
14.3. Limitation of Duties and Liabilities 42
14.4. Resignation or Removal of Broker 43
14.5. Indemnification 43
PLYMOUTH INVESTMENTS DEFINED CONTRIBUTION
RETIREMENT PLAN AND TRUST AGREEMENT
ARTICLE - INTRODUCTION
By executing the Adoption Agreement the Employer has established a
retirement plan (the "Plan") governed by the Adoption Agreement and this
Plan and Trust Agreement. The purpose of the Plan is to create a
retirement fund intended to help provide for the future security of the
Participants and their beneficiaries.

ARTICLE - DEFINITIONS
As used in this Plan the following terms shall have the meanings set forth
below:
"Account" or "Accounts" shall mean, with respect to any Participant, the
aggregate of his Employer Contribution Account and Participant Contribution
Account.
"Adoption Agreement" shall mean the original Application executed by the
Employer and any amendment thereto.
"Affiliated Employer" shall mean the Employer and a trade or business,
whether or not incorporated, which is any of the following:
a member of a group of controlled corporations (within the meaning of
Section 414(b) of the Code) which includes the Employer; or
a trade or business under common control (within the meaning of Section
414(c) of the Code) with the Employer; or
a member of an affiliated service group (within the meaning of Section
414(m) of the Code) which includes the Employer; or
an entity otherwise required to be aggregated with the Employer pursuant
to Section 414(o) of the Code.
In determining service for eligibility to participate in the Plan, all
employees of Affiliated Employers will be treated as employed by a single
employer.
"Break in Service" shall mean a period of 12 consecutive months,
commencing on the date on which an individual first performs an Hour of
Service or on any anniversary thereof, during which he is not credited with
more than 500 Hours of Service.
"Business" shall mean the trade or business of any Employer which is not
a corporation.
"Code" shall mean the Internal Revenue Code of 1986, as amended, or any
successor provisions of law.
"Compensation" shall mean all of a Participant's earnings which are
reported on Internal Revenue Service Form W-2, excluding deferred
compensation, but increased by amounts withheld under a salary reduction
agreement in connection with a cafeteria plan under Section 125 of the
Code, a cash or deferred plan under Section 401(k) of the Code, a
simplified employee pension under Section 408(k) of the Code or a tax
deferred annuity under Section 403(b) of the Code. If the Plan is adopted
as an amendment to an
existing plan, the definition in this Section 2.7 is effective as of the
first day of the Plan Year in which the Plan is adopted.
"Earned Income" shall mean the net earnings from self- employment
derived by a Self-employed Individual from the Business with respect to
which the Plan is established, for which personal services of the
individual are a material income producing factor, excluding items not
included in gross income and the deductions allocated to such items; and
reduced by (i) contributions by the Employer to qualified plans, to the
extent deductible under Section 404 of the Code, and (ii) any deduction
allowed to the Employer under Section 164(f) of the Code for taxable years
beginning after December 31, 1989.
"Earnings" shall mean the first $200,000 (as adjusted by the Secretary
at the same time and in the same manner as prescribed under Section 415(d)
of the Code) of the sum of the Compensation and the Earned Income received
by each Participant during a Plan Year. In determining the Earnings of a
Participant, the rules of Section 414(q)(6) of the Code shall apply, but in
applying those rules the term "family" shall include only the Participant's
spouse and the Participant's lineal descendants who have not reached age 19
by the last day of the Plan Year. If, as a result of the application of
such rules the adjusted $200,000 limitation is exceeded, then (except for
purposes of determining the portion of Earnings up to the integration level
if this Plan provides for permitted disparity), the limitation shall be
prorated among the affected individuals in proportion to each such
individual's Earnings as determined under this Section 2.9 prior to the
application of this limitation.
"Effective Date" shall mean the date specified in the Adoption
Agreement. If the Adoption Agreement indicates that the Employer is
adopting the Plan as an amendment to an existing plan, the provisions of
the existing plan apply to all events preceding the Effective Date, except
as to specific provisions of the Plan which set forth a retroactive
effective date in accordance with Section 1140 of the Tax Reform Act of
1986.
"Employee" shall mean (i) a common law employee of an Affiliated
Employer; (ii) in the case of an Affiliated Employer which is a sole
proprietorship, the sole proprietor thereof; (iii) in the case of an
Affiliated Employer which is a partnership, a partner thereof; and (iv) any
individual treated as an employee of an Affiliated Employer under the
"leased employee" rules in Section 10.9 of the Plan. The term "Employee"
shall include a Self-employed Individual and an Owner-Employee, but for
purposes of participation in accordance with Section 3.1 shall exclude (i)
any individual who is a nonresident alien receiving no earned income from
an Affiliated Employer which constitutes income from sources within the
United States, and (ii) any individual included in a unit of employees
covered by a collective bargaining agreement as to which retirement
benefits were the subject of good faith bargaining .For this purpose, the
term "unit of employees"
does not include any organization of which more than half the members are
employees who are owners, officers or executives of the Employer.
"Employer" shall mean the Employer named in the Adoption Agreement, and
any successor thereto.
"Employer Contribution Account" shall mean an account established on the
books of the Trust for the purpose of recording the Employer contributions
made on behalf of a Participant and any income, expenses, gains or losses
incurred thereon.
"Hour of Service" shall mean:
Each hour for which an Employee is paid, or entitled to payment, for the
performance of duties for an Affiliated Employer. These hours shall be
credited to the Employee for the computation period or periods in which the
duties are performed.
Each hour for which an Employee is paid, or entitled to payment, by an
Affiliated Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), jury duty, military duty, lay off or leave of absence;
provided, however, that no more than 501 Hours of Service shall be credited
under this Paragraph (b) to an Employee on account of any single continuous
period during which the Employee performs no services (whether or not such
period occurs in a single Plan Year or other computation period). Hours
under this paragraph shall be calculated and credited pursuant to Section
2530.200b-2(b) and (c) of the Department of Labor regulations, which are
incorporated herein by this reference; and
Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by an Affiliated Employer; provided, however,
that the same Hours of Service shall not be credited under both Paragraph
(a) above and this Paragraph (c), and provided, further, that no more than
501 Hours of Service shall be credited under this Paragraph (c) with
respect to payments of back pay, to the extent that such back pay is agreed
to or awarded for a period of time described in Paragraph (b) above, during
which the Employee did not or would not have performed any duties. These
hours shall be credited to the Employee for the computation period or
periods to which the award or payment pertains, rather than the computation
period in which the award, agreement or payment is made.
Hours of Service will be credited to leased employees in accordance with
Section 10.9. If the Employer maintains the plan of a predecessor
employer, Hours of Service will be credited for service with such
predecessor employer. An Employee who is absent from work on account of
pregnancy of the Employee, or of the birth of a child of the Employee, or
adoption of a child by the Employee, or for purposes of caring for a
newborn or newly adopted child, shall be credited during such absence with
the number of Hours of Service which would normally have been credited to
him but for such absence (or, if the number just described cannot be
determined, with eight Hours of Service per day of such absence); provided,
however, that no more than 501 Hours of Service shall be credited with
respect to any such pregnancy, birth or adoption; and provided, further,
that Hours of Service shall be credited under this sentence solely for the
purpose of determining whether an Employee has incurred a Break in Service.
The Employee must furnish to the Employer such information as shall be
reasonably required to establish the reason for an absence and the number
of days for which the absence continued. Hours of Service credited in
accordance with the preceding sentence shall be credited for the
computation period (determined under Section 2.26) in which the absence
begins, if necessary to prevent the Employee from incurring a Break in
Service in such period, or if not, in the period following the period in
which the absence begins.
"Owner-Employee" shall mean the sole proprietor, if the Employer is a
sole proprietorship, or a partner who owns more than 10% of either the
capital interest or the profits interest, if the Employer is a partnership.
"Participant" shall mean an Employee who has met the requirements of
Section 3.1 or Section 3.2.
"Participant Contribution Account" shall mean an account established on
the books of the Trust for the purpose of recording the contributions made
by a Participant and any income, expenses, gains or losses incurred
thereon.
"Plan Year" shall be the period of 12 consecutive months designated by
the Employer in the Adoption Agreement.
"Prototype Plan" shall mean the form of the Plan, as approved from time
to time by the Internal Revenue Service.
"Registered Investment Company" shall mean any one or more corporations
or trusts registered under the Investment Company Act of 1940 and approved
by the Sponsor for use under the Plan for which Fidelity Management &
Research Company or any of its successors or affiliates serves as
investment advisor, and for which the principal underwriter is Plymouth
Investments, a division of Fidelity Distributors Corporation; and any other
such corporation or trust so registered and approved, for which Fidelity
Management & Research Company or any of its successors or affiliates serves
as investment advisor, as is acceptable to the
Trustee in its sole discretion; including, without limitation, Fidelity
Capital Appreciation Fund and Fidelity Destiny Portfolios (provided, in the
case of Fidelity Destiny Portfolios, that a systematic investment plan had
begun before January 1, 1989); and "Registered Investment Company Shares"
shall mean the shares, trust certificates, or other evidences of ownership
in any such Registered Investment Company.
"Self-employed Individual" shall mean an individual whose personal
services are a material income-producing factor in the Business and who has
Earned Income from the Business (or would have had such Earned Income if
the Business had net profits) for the taxable year, including a partner or
a sole proprietor.
"Sponsor" shall mean Fidelity Management & Research Company, a
Massachusetts corporation, or its successor.
"Trust" shall mean the trust fund established under Section 12.1, and
"Trustee" shall mean the Trustee named in the Adoption Agreement or any
successor to such Trustee.
"Year of Service" shall mean a period of 12 consecutive months,
commencing on the date on which an individual first performs an Hour of
Service or on any anniversary thereof, during which he is credited with at
least 1,000 Hours of Service; except that in the case of an Employee who
returns to service with the Employer after having incurred a Break in
Service, the period of 12 consecutive months shall commence on the date on
which he first performs an Hour of Service after the Break in Service, and
each anniversary thereof.
The following definitions apply only to Plans for which a Broker has been
named in the Adoption Agreement:
"Broker" shall mean the broker-dealer named in the Adoption Agreement
and registered under the Securities Exchange Act of 1934 (as now in effect
and hereafter amended, or any successor thereto).
"Broker Plan" shall mean a Plan for which a Broker is named in the
Adoption Agreement.
ARTICLE - PARTICIPATION
General Rule. Each Employee shall become a Participant on the first day
of the calendar month in which he first fulfills the age and service
requirements specified by the Employer in the Adoption Agreement. If the
Employer has specified that the number of Years of Service required for
eligibility shall not be interrupted, then an Employee who incurs a Break
in Service before completing the required number of Years of Service shall
not thereafter be credited with any Year of Service completed prior to the
Break in Service. If the Employer has specified that the number of Years
of Service required for eligibility may be
interrupted, then an Employee who incurs a Break in Service before
completing the required number of Years of Service shall continue to be
credited with Years of Service completed before the Break in Service. If
the Employer has specified a fractional part of a Year of Service, an
Employee shall not be required to complete any specified number of Hours of
Service in order to receive credit for a fractional part of a Year of
Service.
In the event a Participant is no longer a member of an eligible class of
Employees and becomes ineligible to participate but has not incurred a
Break in Service, such Employee will participate immediately upon returning
to an eligible class of Employees. If such a Participant incurs a Break in
Service, eligibility will be determined under the Break in Service rules of
this Section 3.1. In the event an Employee who is not a member of an
eligible class of Employees becomes a member of an eligible class, such
Employee will participate immediately if such Employee has satisfied the
minimum age and service requirements and would have otherwise previously
become a Participant.
Special Rule for Former Participants. A former Participant whose
employment with the Employer terminates shall again become a Participant on
the day on which he first performs an Hour of Service for the Employer
after such termination.
Owner-Employee as Participant: Multiple Businesses. If the Plan
provides contributions or benefits for one or more Owner-Employees who
control both the Business and one or more other trades or businesses, the
Plan and the plans established with respect to such other trades or
businesses must, when looked at as a single plan, satisfy Sections 401(a)
and (d) of the Code with respect to the employees (which term shall include
an employee within the meaning of Section 401(c)(1) of the Code) of the
Employer and all such other trades or businesses. If this Plan provides
contributions or benefits for one or more Owner-Employees who control one
or more other trades or businesses, the employees of each such other trade
or business must be included in a plan which satisfies Sections 401(a) and
(d) of the Code and which provides contributions and benefits not less
favorable than those provided for such Owner-Employees under this Plan.
If an individual is covered as an owner-employee under the plans of two or
more trades or businesses which are not controlled and the individual
controls a trade or business, then the contributions or benefits of the
employees under the plan of the trades or businesses which are controlled
must be as favorable as those provided for him under the most favorable
plan of the trade or business which is not controlled.
For purposes of this Section 3.3, an Owner-Employee, or two or more
Owner-Employees, shall be considered to control a trade or business if such
Owner-Employee, or such two or more Owner-Employees together:

own the entire interest in an unincorporated trade or business, or
in the case of a partnership, own more than 50 percent of either the
capital interest or the profits interest in such partnership.
For this purpose, an Owner-Employee or a group of Owner-Employees shall be
treated as owning any interest in a partnership which is owned, directly or
indirectly, by a partnership controlled by him or them within the meaning
of the preceding sentence.
Participation in Employer Contributions. The Employer's contribution to
the Plan for any Plan Year shall be allocated in accordance with Section
4.1 among the Employer Contribution Accounts of all Participants who are
active Employees on the last day of the Plan Year, or who are credited with
more than 500 Hours of Service during the Plan Year, or who left employment
during the Plan Year on account of death, total disability or attainment of
age 59 1/2 or older.
ARTICLE - CONTRIBUTIONS
Contributions By the Employer. Subject to the requirements and
limitations contained in this Article 4 and in Article 11, for each Plan
Year beginning with the Plan Year in which the Effective Date falls the
Employer shall make a contribution to the Trust in the amount determined
under the following rules.
Profit Sharing Plans. In the case of a profit sharing plan, the
contribution shall be a discretionary amount determined by the Employer,
not to exceed the amount deductible under Section 404 of the Code.
Contributions for any Plan Year shall be allocated as of the last day of
the Plan Year among the Employer Contribution Accounts of the Participants
in the ratio that each Participant's Earnings bears to the Earnings of all
Participants; provided, however, that if the Employer has selected in the
Adoption Agreement an allocation formula integrated with Social Security,
contributions shall instead be allocated in accordance with the following
formula:
Contributions shall first be allocated among the Accounts of Participants
in the ratio that each Participant's Earnings bears to the aggregate
Earnings of all Participants. The total amount allocated in this manner
shall be equal to at least 3% of all Participants' Earnings, or (if less)
the total amount of the Employer contribution. The amount allocated under
this paragraph (1) shall be designated the "Base Contribution Percentage."
Contributions shall next be allocated among the Accounts of Participants
in the ratio that each Participant's Earnings in excess of the taxable wage
base (that is, the
amount which may be considered "wages" under Section 3121(a)(1) of the
Internal Revenue Code) bears to the aggregate of such Earnings of all
Participants. The total amount to be allocated in this manner shall not
exceed the product of (i) all Participants' Earnings in excess of the
taxable wage base and (ii) the lesser of the Base Contribution Percentage
or 5.7% (or such other tax rate as may be in effect for employer
contributions to old age insurance under the Social Security Act). Both
the taxable wage base and the Social Security old age insurance tax rate
shall be those in effect on the first day of the Plan Year.
Contributions shall next be allocated among the Accounts of Participants
(whether or not they received an allocation under the preceding paragraph)
in the ratio that each Participant's Earnings bears to the aggregate
Earnings of all Participants.
Money Purchase Pension Plans. In the case of a money purchase pension
plan, the contribution to be made and allocated to the Employer
Contribution Account of each Participant shall be the amount specified in
the Adoption Agreement, but in no event more than the amount deductible
under Section 404 of the Code.
Paired Plans. An Employer that adopts paired Profit Sharing and Money
Purchase Pension plans using this basic plan document must specify in the
Adoption Agreement for one of the plans a contribution rate of no less than
3% of each Participant's Earnings. Plymouth Investments Profit Sharing
Plan #007 may be paired with Plymouth Investments Money Purchase Pension
Plan #008.
Time and Manner of Employer Contributions. Employer contributions for a
Plan Year shall be remitted to the Trustee not later than the due date
(including extensions) prescribed by law for filing the Employer's federal
income tax return for the fiscal year coinciding with such Plan Year. Each
contribution shall be accompanied by written instructions specifying (i)
the amount thereof which constitutes an Employer contribution and the names
of the Participants who are entitled to participate in such contribution
and (ii) the amount thereof which constitutes Participants' contributions
and the names of the Participants by whom such contributions were made. If
proper written instructions are not received, the Trustee shall hold the
contribution unallocated, and invested in shares of the "money market"
Registered Investment Company specified in the Adoption Agreement, without
liability for rising security prices or distributions, pending receipt of
written instructions or clarification. Each such contribution shall also
be accompanied by investment instructions pursuant to Section 5.1. The
Trustee shall have no responsibility for determining the correctness of the
amount or timing of any contribution, or for the collection of any
contribution if the Employer should fail to make contributions as provided
in the Plan.
Vesting. A Participant's interest in his Accounts shall immediately
become and at all times remain fully vested and non-forfeitable.
Contributions By Participants. Participants may not make contributions
to the Plan. If the Plan is adopted as an amendment of an existing plan
that permitted employees to make nondeductible contributions for any Plan
Year beginning after December 31, 1986, such contributions in any such Plan
Year may not exceed the maximum allowed under the nondiscrimination test
contained in Code Section 401(m). Any Plan that has accepted nondeductible
employee contributions must maintain Participant Contribution Accounts so
long as any amounts attributable to such contributions remain in the Trust
Fund.
Subject to Article 7, a Participant may at any time withdraw amounts
credited to his Participant Contribution Account by submitting to the
Trustee, through the Employer, a written request specifying the amount to
be withdrawn (which shall not be less than $100, unless the entire amount
credited is less than $100, in which case the entire amount credited must
be withdrawn). Payment of such withdrawals shall be made within 30 days of
the Trustee's receipt of such a request. Except to the extent that such
withdrawals are made, a Participant's Participant Contribution Account
shall be distributable at the same time and in the same manner as his
Employer Contribution Account.
ARTICLE - INVESTMENT OF CONTRIBUTIONS
Direction by Participant. Each Participant will determine the manner in
which amounts allocated to his Account are to be invested or reinvested, by
providing specific instructions to the Broker in a form and manner
acceptable to the Broker. If written instructions accompanying amounts and
regarding investments are not received or are unclear in the opinion of the
Broker, the Broker may hold any part of the assets in such form as they may
be, or return such assets without liability for interest, rising security
prices, or other income, pending receipt of complete instructions. In the
event that at any time there shall be credited to a Participant's Account
cash for which no such instructions have been furnished, or for which the
instructions furnished are unclear to the Trustee, or for which the
instructions furnished would require investment in a medium not approved by
the Sponsor for use under the Plan, such cash shall be invested in shares
of the "money market" Registered Investment Company designated in the
initial written investment instructions with respect to the Account (or, if
written investment instructions have never been provided, in the Adoption
Agreement); provided, however, that a balance of up to $100 of uninvested
cash may be maintained in a Participant's Account for administrative
convenience. While any balance remains in the Account of a deceased
Participant, the beneficiary of the deceased Participant (as determined in
accordance with Section 6.2) shall direct the investment of the Account as
though the beneficiary were the
Participant. The Broker and the Trustee shall have no duty to question the
directions of a Participant or beneficiary in the investment of his Account
or to advise him regarding the purchase, retention or sale of assets
credited to his Account, nor shall the Trustee or the Broker be liable for
any loss which results from the Participant's exercise of control over his
Account.
Investments. Subject to such reasonable and nondiscriminatory rules,
limits and procedures as the Trustee or Employer may establish from time to
time to facilitate administration of the Plan, all contributions under the
Plan shall be invested and reinvested in Registered Investment Company
Shares, as directed in accordance with Section 5.1. Commissions and other
costs attributable to the acquisition of an investment shall be charged to
the Account of the Participant for which such investment is acquired.
Reinvestment of Earnings. All dividends, capital gains, income,
interest and distributions of every nature received in respect of
Registered Investment Company Shares shall be reinvested in additional
shares of that Registered Investment Company. Assets of the Plan shall be
valued, at their fair market value, on each December 31 and on such other
dates as the Trustee considers necessary or convenient. The income, gains,
expenses and losses attributable to a Participant's Account shall be
debited or credited, as applicable, to his Account alone.
Broker. The Employer appoints the Broker as its agent and the agent of
each Participant to execute all investment directions made pursuant to
Section 5.1. The Broker shall be responsible for effecting all investment
directions under this Article 5, executing all purchases and sales of
assets of the Trust, and maintaining adequate records of all transactions
effected by it in connection with the Plan.
All assets of the Fund shall be registered in the name of the Trustee or
of a suitable nominee, and the same nominee may be used with respect to
assets of other investors whether or not held under agreements similar to
this one or in any fiduciary capacity whatsoever; provided, however, that
the books and records of the Trustee shall show that all such investments
are part of the Fund and shall reflect the identity of the beneficial owner
thereof.
The Broker or its designee shall deliver to each party who directs
investments pursuant to Section 5.1 all notices and prospectuses relating
to any assets which are invested by the individual. Neither the Trustee
nor the Broker may vote shares of stock unless the Participant requests
such action in writing.
ARTICLE - PAYMENT OF BENEFITS
Retirement or Termination Benefits. A Participant shall become entitled
to benefits under the Plan, in an amount equal to the combined credit
balance of his Accounts at the time of
payment, when he (i) reaches age 59? ("Normal Retirement Age") or (ii)
terminates his service with the Employer (whether before or after he
reaches Normal Retirement Age). Payment of benefits to such a Participant
must commence within 60 days after the end of the Plan Year in which the
Participant reaches Normal Retirement Age or terminates his service with
the Employer, whichever is later; provided, however, that:
a Participant shall file a claim for benefits with the Employer,
specifying the manner of distribution in accordance with Section 6.3, and
the date on which payment is to commence; and
a Participant may elect to postpone the commencement of benefits to any
date which satisfies the requirements of this Article 6 and Article 7.
For purposes of this Section 6.1, the failure of a Participant (and his
spouse, if spousal consent is required pursuant to Article 7) to consent to
a distribution while a benefit is "immediately distributable" within the
meaning of Section 6.4 shall be considered an election to postpone the
commencement of payment.
Death Benefits; Designation of Beneficiary. Subject to Section 7.3, the
beneficiary of a deceased Participant who had received no distribution of
benefits before his death shall be entitled to benefits under the Plan, in
an amount equal to the combined credit balance of the deceased
Participant's Accounts at the time of payment, commencing within 60 days
after the end of the Plan Year in which the Participant dies; provided,
however, that:
a beneficiary shall file a claim for benefits with the Employer,
specifying the manner of distribution in accordance with Section 6.3, and
the date on which payment is to commence;
a beneficiary who is the surviving spouse of a deceased Participant may
elect to have benefits commence within the 90-day period following the date
of the Participant's death; and
a beneficiary may elect to postpone the commencement of benefits to any
date which satisfies the requirements of this Article 6, Article 7 and
Article 8.
In the case of a Participant who dies after having begun to receive a
distribution of benefits in installments under Section 6.3(b), distribution
of installments shall continue after his death to his beneficiary in
accordance with Section 8.5(a). In the case of a Participant who dies
after having received a distribution under Section 6.3(a), (c) or (d), no
death benefit shall be payable from the Plan.
A Participant may designate a beneficiary by completing and returning to
the Employer a form provided for this purpose. The form most recently
completed and returned to the Employer before the Participant's death shall
supersede any earlier form. If a Participant has not designated any
beneficiary by filing a form with the Trustee or the Plan Administrator
before his death, or if no beneficiary so designated survives the
Participant, his beneficiary shall be his surviving spouse, or if there is
no surviving spouse, his estate. A married Participant may designate a
beneficiary other than his spouse only if his spouse consents in writing to
the designation, and the spouse's consent acknowledges the effect of the
consent and is witnessed by a notary public or a representative of the
Plan. The preceding sentence shall apply to any change in the beneficiary
or beneficiaries named in a designation to which the spouse has consented,
unless the terms of the spouse's original written consent expressly permit
such a change, and acknowledge that the spouse voluntarily relinquishes the
right to limit the consent to a specific beneficiary. The marriage of a
Participant shall nullify any designation of a beneficiary previously
executed by the Participant. If it is established to the satisfaction of
the Plan Administrator that the Participant has no spouse or that the
spouse cannot be located, the requirement of spousal consent shall not
apply. Any spousal consent obtained pursuant to this Section 6.2, and any
decision of the Plan Administrator that the consent of a spouse cannot be
obtained, shall apply only with respect to the particular spouse involved.
Manner of Distribution. Subject to the rules of Article 7 concerning
joint and survivor annuities, benefits shall be distributed in one or more
of the following forms, as designated in writing by the Participant or
beneficiary:
a lump sum in cash or in kind;
a series of substantially equal annual (or more frequent) installments,
in cash or in kind, over a period that meets the requirements of Article 8;
a fixed or variable annuity contract, other than a life annuity contract,
purchased from an insurance company;
a life annuity contract (with or without a period certain or
guaranteed-refund feature) purchased from an insurance company.
If the Plan has been adopted as an amendment of an existing plan, any
other form of benefit available under that plan before its amendment shall
be made available under the Plan in accordance with paragraph (c) or (d) of
this Section 6.3 by the purchase from an insurance company of an annuity
contract providing for payment in the desired form. Subject to Article 7,
the Account balance of a Participant or beneficiary who fails to elect a
manner of distribution shall be distributed in cash in accordance with
paragraph (b) of this Section 6.3.
Restriction on Immediate Distributions. A Participant's Account balance
is considered "immediately distributable" if any part of the Account
balance could be distributed to the Participant (or his surviving spouse)
before the Participant attains, or would have attained if not deceased, age
62.
If the value of a Participant's Account balance derived from Employer and
Employee contributions exceeds (or at the time of any prior distribution
exceeded) $3,500, and the Account balance is immediately distributable, the
Participant and his spouse (or where either the Participant or the spouse
has died, the survivor) must consent to any such distribution, unless an
exception described in paragraph (b) applies. The consent of the
Participant and his spouse shall be obtained in writing within the 90-day
period ending on the annuity starting date, which is the first day of the
first period for which an amount is paid as an annuity (or any other form).
The Plan Administrator shall notify the Participant and the spouse, no less
than 30 days and no more than 90 days before the annuity starting date, of
the right to defer any distribution until the Participant's sixty-second
(62nd) birthday. Such notification shall include a general description of
the material features of the optional forms of benefit available under the
Plan and an explanation of their relative values, in a manner that would
satisfy the notice requirements of Section 417(a)(3) of the Code.
The following exceptions to paragraph (a) apply:
If the exception in Section 7.1(b) (for certain profit sharing plans)
applies with respect to the Participant, the spouse need not consent to the
distribution of an Account balance that is immediately distributable.
Only the Participant need consent to a distribution in the form of a
Qualified Joint and Survivor Annuity (as defined in Section 7.4(d)) while
the Account balance is immediately distributable.
Neither the Participant's nor the spouse's consent shall be required to
the extent that a distribution is required to satisfy Section 401(a)(9) or
Section 415 of the Code.
For purposes of determining the applicability of the foregoing consent
requirements to distributions made before the first day of the first Plan
Year beginning after December 31, 1988, a Participant's Account balance
shall not include amounts attributable to accumulated deductible employee
contributions within the meaning of section 72(o)(5)(B) of the Code.
Special Rules for Annuity Contracts. The following rules shall apply to
distributions made, in whole or in part, in the form of an annuity
contract:
Nontransferability. Any annuity contract distributed under the Plan must
be nontransferable.
Compatibility with Plan. The terms of any annuity contract purchased and
distributed by the Plan to a Participant shall comply with the requirements
of this Article 6, Article 7 and Article 8.
Distribution Procedure. The Trustee shall make or commence
distributions to or for the benefit of Participants only on receipt of a
written order from the Employer certifying that a distribution of a
Participant's benefits is payable pursuant to the Plan, and specifying the
time, manner and amount of payment. The Trustee shall be fully protected
in acting upon the written directions of the Employer in making benefit
distributions, and shall have no duty to determine the rights or benefits
of any person under the Plan or to inquire into the right or power of the
Employer to direct any such distribution. A beneficiary designation form
completed and filed in accordance with Section
6.2 shall be deemed a written order of the Employer for purposes of this
Section 6.6. The Trustee shall be entitled to assume conclusively that any
determination by the Employer with respect to a distribution meets the
requirements of the Plan. The Trustee shall not be required to make any
payment hereunder in excess of the net realizable value of the assets of
the Trust at the time of such payment, nor to make any payment in cash
unless the Employer has furnished written instructions as to the assets to
be converted to cash for the purposes of making payment.
Claims. A Participant or beneficiary who believes he is entitled to
benefits under the Plan shall complete and deliver to the Employer a
written claim for benefits on a form provided by the Employer. The
Employer shall respond to such a claim within 60 days either by
commencement of payment of benefits or by a written notice that the claim
has been denied, setting forth the reasons for the denial and citing
relevant provisions of the Plan, indicating if further information is
necessary or if the claimant must satisfy further conditions or
requirements to qualify for benefits, and describing the procedure for
appeal and review established by Section 6.8. A claimant who receives no
response within 90 days may consider his claim denied, and may proceed as
described in Section 6.8.
Appeal and Review. A Participant or beneficiary whose claim for
benefits has been denied, either by notice of denial or by passage of time,
may at any time within 90 days of such denial appeal the denial of his
claim by requesting review by the Employer. Such a request shall be in
writing and may be submitted by the claimant or his representative. The
claimant or his representative or both may also appear personally before
the Employer to submit issues and comments orally. The Employer shall
issue a decision within 60 days of receipt of a written request of for
review (unless special circumstances, such as need for a hearing, justify
delay, but in any event within 120 days of receipt of a written request for
review). Such a decision shall be in writing, and shall include specific
reasons for the decision, with reference to the provisions of the Plan upon
which the decision is based. The Employer's decision on review shall be
final and binding upon all parties.
ARTICLE - JOINT AND SURVIVOR ANNUITY REQUIREMENTS
Applicability.
Generally. The provisions of Sections 7.2 through 7.5 shall generally
apply to a Participant who is credited with at least one Hour of Service on
or after August 23, 1984, and such other Participants as provided in
Section 14.2.
Exception for Certain Profit Sharing Plans. The provisions of Sections
7.2 through 7.5 shall not apply to a Participant in a profit sharing plan
if: (i) the Participant
does not elect payment of benefits in the form of a life annuity, and (ii)
on the death of the Participant, his Account Balance will be paid to his
surviving spouse (unless there is no surviving spouse, or the surviving
spouse has consented to the designation of another Beneficiary in a manner
conforming to a Qualified Election) and the surviving spouse may elect to
have distribution of the Account Balance (adjusted in accordance with
Section 5.3 for gains or losses occurring after the Participant's death)
commence within the 90-day period following the date of the Participant's
death. (The provisions of Section 6.2 meet the requirements of clause (ii)
of the preceding sentence.) The Participant may waive the spousal death
benefit described in this paragraph (b) at any time, provided that no such
waiver shall be effective unless it satisfies the conditions applicable
under Section 7.4(c) to a Participant's waiver of a Qualified Preretirement
Survivor Annuity. The exception in this paragraph (b) shall not be
operative with respect to a Participant in a profit sharing plan if the
Plan:
Is a direct or indirect transferee of a defined benefit plan, money
purchase pension plan, target benefit plan, stock bonus plan, or profit
sharing plan which is subject to the survivor annuity requirements of
Sections 401(a)(11) and 417 of the Code; or
Is adopted as an amendment of a plan subject to the survivor annuity
requirements of Sections 401(a)(11) and 417 of the Code.
For purposes of this paragraph (b), Account Balance shall have the meaning
provided in Section 7.4(f). The provisions of Sections 7.2 through 7.5 set
forth the survivor annuity requirements of Sections 401(a)(11) and 417 of
the Code.
Exception for Certain Amounts. The provisions of Sections 7.2 through
7.5 shall not apply to any distribution made on or after the first day of
the first Plan Year beginning after December 31, 1988, from or under a
separate account attributable solely to accumulated deductible employee
contributions as defined in Section 72(o)(5)(B) of the Code, and maintained
on behalf of a Participant in a money purchase pension plan or a target
benefit plan, provided that the exceptions applicable to certain profit
sharing plans under paragraph (b) are applicable with respect to the
separate account (for this purpose, Account Balance means the Participant's
separate account balance attributable solely to accumulated deductible
employee contributions within the meaning of Section 72(o)(5)(B) of the
Code).
Qualified Joint and Survivor Annuity. Unless an optional form of
benefit is selected pursuant to a Qualified Election
within the 90-day period ending on the Annuity Starting Date, a married
Participant's Account Balance will be paid in the form of a Qualified Joint
and Survivor Annuity and an unmarried Participant's Account Balance will be
paid in the form of a life annuity. In either case, the Participant may
elect to have such an annuity distributed upon his attainment of the
Earliest Retirement Age under the Plan.
Qualified Preretirement Survivor Annuity. Unless an optional form of
benefit has been selected within the Election Period pursuant to a
Qualified Election, the Account Balance of a Participant who dies before
the Annuity Starting Date shall be applied toward the purchase of an
annuity for the life of his surviving spouse (a "Qualified Preretirement
Survivor Annuity"). The surviving spouse may elect to have such an annuity
distributed within a reasonable period after the Participant's death. For
purposes of this Article 7, the term "spouse" means the current spouse or
surviving spouse of a Participant, except that a former spouse will be
treated as the spouse or surviving spouse (and a current spouse will not be
treated as the spouse or surviving spouse) to the extent provided under a
qualified domestic relations order as described in Section 414(p) of the
Code.
Definitions. The following definitions apply:
Election Period means the period beginning on the first day of the Plan
Year in which a Participant attains age 35 and ending on the date of the
Participant's death. If a Participant separates from service before the
first day of the Plan Year in which he reaches age 35, the Election Period
with respect to his account balance as of the date of separation shall
begin on the date of separation.
Earliest Retirement Age means the earliest date on which the Participant
could elect to receive Retirement benefits under the Plan.
Qualified Election means a waiver of a Qualified Joint and Survivor
Annuity or a Qualified Preretirement Survivor Annuity. Any such waiver
shall not be effective unless: (1) the Participant's spouse consents in
writing to the waiver; (2) the waiver designates a specific Beneficiary,
including any class of beneficiaries or any contingent beneficiaries, which
may not be changed without spousal consent (unless the spouse's consent
expressly permits designations by the Participant without any further
spousal consent); (3) the spouse's consent acknowledges the effect of the
waiver; and (4) the spouse's consent is witnessed by a plan representative
or notary public. Additionally, a Participant's waiver of the Qualified
Joint and Survivor Annuity shall not be effective unless the waiver
designates a form of benefit payment which may not be changed without
spousal consent (unless the spouse's consent expressly permits designations
by the Participant without any further
spousal consent). If it is established to the satisfaction of a plan
representative that there is no spouse or that the spouse cannot be
located, a waiver will be deemed a Qualified Election. Any consent by a
spouse obtained under these provisions (and any establishment that the
consent of a spouse may not be obtained) shall be effective only with
respect to the particular spouse involved. A consent that permits
designations by the Participant without any requirement of further consent
by the spouse must acknowledge that the spouse has the right to limit the
consent to a specific Beneficiary and a specific form of benefit where
applicable, and that the spouse voluntarily elects to relinquish either or
both of those rights. A revocation of a prior waiver may be made by a
Participant without the consent of the spouse at any time before the
commencement of benefits. The number of revocations shall not be limited.
No consent obtained under this provision shall be valid unless the
Participant has received notice as provided in Section 7.5.
Qualified Joint and Survivor Annuity means an immediate annuity for the
life of a Participant, with a survivor annuity for the life of the spouse
which is not less than 50 percent and not more than 100 percent of the
amount of the annuity which is payable during the joint lives of the
Participant and the spouse, and which is the amount of benefit that can be
purchased with the Participant's Account Balance. The percentage of the
survivor annuity under the Plan shall be 50 percent.
Annuity Starting Date means the first day of the first period for which
an amount is paid as an annuity (or any other form).
Account Balance means the aggregate value of the Participant's Account
balance derived from Employer and Employee contributions (including
rollovers), including the proceeds of insurance contracts, if any, on the
Participant's life. The provisions of this Article 7 shall apply to a
Participant who is vested in amounts attributable to Employer
contributions, Employee contributions or both at the time of death or
distribution.
Notice Requirements. In the case of a Qualified Joint and Survivor
Annuity, no less than 30 days and no more than 90 days before a
Participant's Annuity Starting Date the Plan Administrator shall provide to
him a written explanation of (i) the terms and conditions of a Qualified
Joint and Survivor Annuity, (ii) the Participant's right to make, and the
effect of, an election to waive the Qualified Joint and Survivor Annuity
form of benefit, (iii) the rights of the Participant's spouse, and (iv) the
right to make, and the effect of, a revocation of a previous election to
waive the Qualified Joint and Survivor Annuity.
In the case of a Qualified Preretirement Survivor Annuity, within the
applicable period for a Participant the Plan Administrator shall provide to
him a written explanation of the Qualified Preretirement Survivor Annuity,
in terms and manner comparable to the requirements applicable to the
explanation of a Qualified Joint and Survivor Annuity as described in the
preceding paragraph. The applicable period for a Participant is whichever
of the following periods ends last: (i) the period beginning with the first
day of the Plan Year in which the Participant attains age 32 and ending
with the close of the Plan Year preceding the Plan Year in which the
Participant attains age 35; (ii) a reasonable period ending after an
individual becomes a Participant; (iii) a reasonable period ending after
this Article 7 first applies to the Participant. Notwithstanding the
foregoing, in the case of a Participant who separates from service before
attaining age 35, notice must be provided within a reasonable period ending
after his separation from service.
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (i), (ii) and (iii) is the
end of the two-year period beginning one year before the date the
applicable event occurs, and ending one year after that date. In the case
of a Participant who separates from service before the Plan Year in which
he reaches age 35, notice shall be provided within the two-year period
beginning one year before the separation and ending one year after the
separation. If such a Participant thereafter returns to employment with
the Employer, the applicable period for the Participant shall be
redetermined.
A Participant who will not attain age 35 as of the end of a Plan Year may
make a special Qualified Election to waive the Qualified Preretirement
Survivor Annuity for the period beginning on the date of such election and
ending of the first day of the Plan Year in which the Participant will
attain age 35. Such election shall not be valid unless the Participant
receives a written explanation of the Qualified Preretirement Survivor
Annuity in such terms as are comparable to the explanation required under
this Section 7.5. Qualified Preretirement Survivor Annuity coverage will
be automatically reinstated as of the first day of the Plan Year in which
the Participant attains age 35. Any new waiver on or after such date shall
be subject to the full requirements of this article.
ARTICLE - MINIMUM DISTRIBUTION REQUIREMENTS
General Rules. Except as otherwise provided in Article 7, Joint and
Survivor Annuity Requirements, the requirements of this Article 8 shall
apply to any distribution of a Participant's interest and will take
precedence over any inconsistent provisions of the Plan. Unless otherwise
specified, the provisions of this Article 8 apply to calendar years
beginning after December 31, 1984. All distributions required under this
Article 8 shall be determined and made in accordance with the Income Tax
Regulations
under Section 401(a)(9) of the Code, including the minimum distribution
incidental benefit requirement of Section 1.401(a)(9)-2 of the regulations.
Required Beginning Date. The entire interest of a Participant must be
distributed, or begin to be distributed, no later than the Participant's
required beginning date, determined as follows.
General Rule. The required beginning date of a Participant is the first
day of April of the calendar year following the calendar year in which the
Participant attains age 70 1/2.
Transitional Rules. The required beginning date of a Participant who
attains age 70 1/2 before January 1, 1988, shall be determined in
accordance with (1) or (2) below:
Non-5-percent owners. The required beginning date of a Participant who
is not a 5-percent owner is the first day of April of the calendar year
following the calendar year in which the later of his Retirement or his
attainment of age 70 1/2 occurs.
5-percent owners. The required beginning date of a Participant who is a
5-percent owner during any year beginning after December 31, 1979, is the
first day of April following the later of:
the calendar year in which the Participant attains age 70 1/2, or
the earlier of the calendar year with or within which ends the Plan
Year in which the Participant becomes a 5-percent owner, or the calendar
year in which the Participant retires.
The required beginning date of a Participant who is not a 5-percent owner,
who attains age 70 1/2 during 1988 and who has not retired as of January 1,
1989, is April 1, 1990.
Rules for 5-percent Owners. A Participant is treated as a 5-percent
owner for purposes of this Section 8.2 if he is a 5-percent owner as
defined in Section 416(i) of the Code (determined in accordance with
Section 416 but without regard to whether the Plan is top heavy) at any
time during the Plan Year ending with or within the calendar year in which
he attains age 66 1/2, or any subsequent Plan Year. Once distributions
have begun to a 5-percent owner under this Section 8.2, they must continue,
even if the Participant ceases to be a 5-percent owner in a subsequent
year.
Limits on Distribution Periods. As of the first Distribution Calendar
Year, distributions not made in a single sum may be made only over one or a
combination of the following periods:
the life of the Participant,
the life of the Participant and his Designated Beneficiary,
a period certain not extending beyond the Life Expectancy of the
Participant, or
a period certain not extending beyond the Joint and Last Survivor
Expectancy of the Participant and his Designated Beneficiary.
Designated Beneficiary means the individual who is designated under
Section 6.2 of the Plan as the beneficiary of a Participant, in accordance
with Section 401(a)(9) of the Code and the regulations thereunder.
Distribution Calendar Year means a calendar year for which a minimum
distribution is required under Section 401(a)(9) of the Code and this
Section 8.3. For distributions beginning before the Participant's death,
the first Distribution Calendar Year is the calendar year immediately
preceding the calendar year which contains the Participant's required
beginning date. For distributions beginning after the Participant's death,
the first Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to Section 8.5.
Life Expectancy and Joint and Last Survivor Expectancy are computed by use
of the expected return multiples in Tables V and VI of Section 1.72-9 of
the Income Tax Regulations. Unless otherwise elected by the Participant
(or his spouse, in the case of distributions described in Section 8.5(b))
by the time distributions are required to begin, Life Expectancies shall be
recalculated annually. Any such election shall be irrevocable as to the
Participant (or spouse) and shall apply to all subsequent years. The Life
Expectancy of a nonspouse beneficiary may not be recalculated.
Determination of Amount To Be Distributed Each Year. If the
Participant's interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the required
beginning date. Paragraphs (a) through (d) apply to distributions in forms
other than the purchase of an annuity contract.
If a Participant's Benefit is to be distributed over (1) a period not
extending beyond the Life Expectancy of the Participant or the Joint Life
and Last Survivor Expectancy of the Participant and his Designated
Beneficiary,
or (2) a period not extending beyond the Life Expectancy of the Designated
Beneficiary, the amount required to be distributed for each calendar year,
beginning with distributions for the first Distribution Calendar Year, must
at least equal the quotient obtained by dividing the Participant's Benefit
by the Applicable Life Expectancy.
For calendar years beginning before January 1, 1989, if the Participant's
spouse is not the Designated Beneficiary, the method of distribution
selected must assure that at least 50 percent of the present value of the
amount available for distribution is paid within the Life Expectancy of the
Participant.
For calendar years beginning after December 31, 1988, the amount to be
distributed each year, beginning with distributions for the first
Distribution Calendar Year, shall not be less than the quotient obtained by
dividing the Participant's Benefit by the lesser of (1) the Applicable Life
Expectancy or (2) if the Participant's spouse is not the Designated
Beneficiary, the applicable divisor determined from the table set forth in
Q&A-4 of Section 1.401(a)(9)-2 of the Income Tax Regulations.
Distributions after the death of the Participant shall be distributed using
the Applicable Life Expectancy in paragraph (a) above as the relevant
divisor, without regard to Regulations Section 1.401(a)(9)-2.
The minimum distribution required for the Participant's first
Distribution Calendar Year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar
years, including the minimum distribution for the Distribution Calendar
Year in which the Employee's required beginning date occurs, must be made
on or before December 31 of that Distribution Calendar Year.
If the Participant's Benefit is distributed in the form of an annuity
contract purchased from an insurance company, distributions thereunder
shall be made in accordance with the requirements of Section 401(a)(9) of
the Code and the regulations thereunder.
Applicable Life Expectancy means the Life Expectancy (or Joint and Last
Survivor Expectancy) calculated using the attained age of the Participant
(or Designated Beneficiary) as of the Participant's (or Designated
Beneficiary's) birthday in the applicable calendar year, reduced by one for
each calendar year which has elapsed since the date Life Expectancy was
first calculated. If Life Expectancy is being recalculated, the Applicable
Life Expectancy shall be the Life Expectancy as so recalculated. The
applicable calendar year shall be the first Distribution Calendar Year, and
if Life Expectancy is being recalculated such succeeding calendar year. If
annuity payments commence in accordance with Section 8.4(e) before the
required
beginning date, the applicable calendar year is the year such payments
commence. If distribution is in the form of an immediate annuity purchased
after the Participant's death with the Participant's remaining interest in
the Plan, the applicable calendar year is the year of purchase.
Participant's Benefit means the account balance as of the last valuation
date in the calendar year immediately preceding the Distribution Calendar
Year (valuation calendar year), increased by the amount of any
contributions or Forfeitures allocated to the account balance as of dates
in the valuation calendar year after the valuation date and decreased by
distributions made in the valuation calendar year after the valuation date.
For purposes of the preceding sentence, if any portion of the minimum
distribution for the first Distribution Calendar Year is made in the second
Distribution Calendar Year on or before the required beginning date, the
amount of the minimum distribution made in the second Distribution Calendar
Year shall be treated as if it had been made in the immediately preceding
Distribution Calendar Year.
Death Distribution Provisions.
Distribution Beginning before Death. If the Participant dies after
distribution of his interest has begun, the remaining portion of his
interest will continue to be distributed at least as rapidly as under the
method of distribution being used before the Participant's death.
Distribution Beginning after Death. If the Participant dies before
distribution of his interest begins, distribution of his entire interest
shall be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death, except to the extent that an
election is made to receive distributions in accordance with (1) or (2)
below:
If any portion of the Participant's interest is payable to a Designated
Beneficiary, distributions may be made over the Designated Beneficiary's
life, or over a period certain not greater than the Life Expectancy of the
Designated Beneficiary, commencing on or before December 31 of the calendar
year immediately following the calendar year in which the Participant died;
or
If the Designated Beneficiary is the Participant's surviving spouse, the
date distributions are required to begin in accordance with (1) above shall
not be earlier than the later of (i) December 31 of the calendar year
immediately following the calendar year in which the Participant died, and
(ii) December 31 of the calendar year in which the Participant would have
attained age 70 1/2.
If the Participant has not made an election pursuant to this Section 8.5
by the time of his death, the
Participant's Designated Beneficiary must elect the method of distribution
no later than the earlier of (i) December 31 of the calendar year in which
distributions would be required to begin under this Section 8.5, or (ii)
December 31 of the calendar year which contains the fifth anniversary of
the date of death of the Participant. If the Participant has no Designated
Beneficiary, or if the Designated Beneficiary does not elect a method of
distribution, distribution of the Participant's entire interest must be
completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.
For purposes of paragraph (b), if the surviving spouse dies after the
Participant, but before payments to the spouse begin, the provisions of
paragraph (b), with the exception of subparagraph (2) therein, shall be
applied as if the surviving spouse were the Participant.
For purposes of this Section 8.5, any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving spouse
of the Participant if the amount becomes payable to the surviving spouse
when the child reaches the age of majority.
For the purposes of this Section 8.5, distribution of a Participant's
interest is considered to begin on the Participant's required beginning
date (or, if paragraph (c) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to paragraph (b) above).
If distribution in the form of an annuity contract described in Section
8.4(e) irrevocably commences to the Participant before the required
beginning date, the date distribution is considered to begin is the date
distribution actually commences.
ARTICLE - AMENDMENT AND TERMINATION
Sponsor's Right to Amend. The Sponsor may amend any part of the
prototype form of this Plan by mailing written notice of such amendment to
the Employer; provided, however, that:
the Sponsor shall have no power to amend or terminate the Plan in such
manner as would cause or permit any part of the assets in the Trust to be
diverted to purposes other than for the exclusive benefit of Participants
and beneficiaries as described in Section 12.2, or as would cause or permit
any portion of such assets to revert to or become the property of the
Employer in violation of such Section;
the Sponsor shall not have the right to amend the Plan in a manner that
violates Section 9.3; and

the Sponsor shall have no power to amend the Plan in such a manner as
would increase the duties or liabilities of the Trustee unless the Trustee
consents thereto in writing.
Employer's Right to Amend. The Employer may at any time and from time
to time modify or amend this Plan in whole or in part (including
retroactive amendments), by delivering to the Trustee a written copy of
such amendment signed by the Employer; provided, however, that any such
amendment other than one described below (including an amendment designed
to allow the Plan to operate under a waiver of the minimum funding standard
pursuant to Section 412(d) of the Code) will constitute substitution by the
Employer of an individually designed plan for the approved Prototype Plan,
upon which event the Trustee named in the Adoption Agreement will resign
pursuant to Section 12.6:
a change of the Employer's prior choice of an optional provision
indicated on the Adoption Agreement;
the addition or modification of provisions stated in the Adoption
Agreement to allow the Plan to satisfy Section 415 of the Code, or to avoid
duplication of minimum benefits under Section 416 of the Code, because of
the required aggregation of multiple plans; or
the addition of certain model amendments published by the Internal
Revenue Service which specifically provide that their adoption will not
cause a plan to be treated as individually designed.
An election made by the Employer within the prototype form of the Plan
shall be deemed to continue after amendment of the prototype form by the
Sponsor and until the Employer expressly further amends the election by
execution of a written document acceptable in form to the Trustee and
delivered to the Trustee.
Certain Amendments Prohibited. No amendment to the Plan shall be
effective to the extent that it has the effect of reducing a Participant's
accrued benefit. An amendment shall be treated as reducing a Participant's
accrued benefit if it has the effect of reducing his Account balance
(except that a Participant's Account balance may be reduced to the extent
permitted by Section 412(c)(8) of the Code), or of eliminating the
availability of an optional form of benefit with respect to amounts
attributable to contributions made before the adoption of the amendment.
Termination of the Plan and Trust. The Employer may terminate the Plan,
or the Plan and the Trust, at any time by delivering to the Trustee a
written notice signed by or on behalf of the Employer and specifying the
date or dates as of which the Plan and Trust shall terminate.
Procedure Upon Termination of Trust. As soon as administratively
feasible after the stated date that the Plan terminates pursuant to Section
9.4, the Trustee shall, after paying all expenses of the Trust, allocating
any unallocated assets of the Trust Fund, and adjusting all Accounts to
reflect such expenses and allocations, distribute to Participants, former
Participants and beneficiaries the assets credited to their Accounts;
provided, however, that the Trustee shall not be required to make any such
distribution until it has received notice of any determination by the
Internal Revenue Service which the Trustee may reasonably require. Each
such distribution shall be made promptly in accordance with Section 6.3.
Upon completion of such distribution the Trustee shall be relieved from all
further liability with respect to all amounts so paid.
ARTICLE - MISCELLANEOUS
Status of Participants. Neither the establishment of the Plan and the
Trust or any modification thereof, nor the creation of any fund or account,
nor the payment of any benefits, shall be construed as giving to any
Participant or other person any legal or equitable right against the
Employer or the Trustee, and in no event shall the terms of employment of
any Employee or Participant be modified or in any way be affected hereby.
Administration and Enforcement. The Plan shall be administered by the
Employer, who shall be responsible for the operation of the Plan and Trust
Agreement in accordance with its terms. The Employer shall be the "Named
Fiduciary" and "Plan Administrator" for purposes of the Employee Retirement
Income Security Act of 1974; provided, however, that the Employer's
administrative powers and duties may be delegated to a committee
established for the purpose by the Employer, in which case the committee
shall be the "Named Fiduciary" and "Plan Administrator." From time to time
the Employer shall furnish to the Trustee a written instrument in a form
acceptable to the Trustee, specifying the person or persons authorized to
give instructions and directions on behalf of the Employer under the Plan,
and the Trustee shall be conclusively entitled to rely on the identity of
such person or persons as disclosed in the most recent such instrument.
The Employer shall have discretionary authority to determine all questions
arising out of the administration, interpretation and application of the
Plan, which determinations shall be conclusive and binding on all persons.
Transfers and Rollovers. Notwithstanding any other provision hereof,
with the consent of the Trustee and the Broker the Employer may cause to be
transferred to the Plan all or any of the assets held in any other plan
which satisfies the applicable requirements of Section 401 of the Code, and
which is maintained by the Employer for the benefit of any of the
Participants. Any such assets so transferred shall be accompanied by
written instructions from the Employer, which shall be conclusive, naming
the Participants for whose benefit such assets have been
transferred and showing separately the respective contributions by the
Employer and by the Participants and identifying the assets attributable to
the various contributions.
The Employer, with the consent of the Trustee and the Broker, may permit
an Employee (whether or not a Participant) to transfer or cause to be
transferred to the Plan any assets held for his benefit in a qualified plan
of a former employer of his or in an individual retirement savings plan
which has been used by the Employee exclusively as a conduit for a prior
distribution of assets held for his benefit in a qualified plan of a former
employer of his. Such a transfer shall be made in the form of cash or
property permitted as an investment hereunder or readily marketable assets,
either:
directly between the trustee or custodian of the prior employer's plan
and the Trustee, in which case the transferred assets shall be accompanied
by written instructions showing separately the respective contributions by
the prior employer and by the transferring Employee, and identifying the
assets attributable to the various contributions; or
by the Employee to the Trustee, in which case the assets transferred must
be accompanied by a written representation by the Employee that the assets
meet the requirements for rollover contributions set forth in Section
402(a)(5) and (6) or Section 408(d)(3) of the Code (whichever is
applicable).
The Trustee will not accept assets which are not either in a medium proper
for investment hereunder or in cash. It shall hold the assets for
investment in accordance with the provisions of Article 5, and shall in
accordance with the written instructions of the Employer make appropriate
credits to the Account(s) of the Employee(s) for whose benefit assets have
been transferred. Any amounts so credited as contributions previously made
by an employer or by an Employee under a transferor plan, as specified by
the Employer, shall be treated as contributions previously made under the
Plan by the Employer or by the Employee, as the case may be. For purposes
of Section 4.4 concerning withdrawal of voluntary contributions, voluntary
contributions made by an Employee under any other plan and transferred to
this Plan pursuant to paragraph (a) of this Section 10.3 shall be
considered contributions made to this Plan pursuant to Section 4.4.
Subject to the provisions of Article 12, the Employer may direct the
Trustee to transfer assets held in the Trust for the account of a former
Participant to the custodian or trustee of any other plan or plans
maintained by the employer of the former Participant for the benefit of the
former Participant, or to the custodian or trustee of an individual
retirement savings plan established by the former Participant, provided
that the Trustee has received evidence satisfactory to it that such other
plan
meets all applicable requirements of the Code. The assets so transferred
shall be accompanied by written instructions from the Employer naming the
person for whose benefit such assets have been transferred, showing
separately the respective contributions by the Employer and by the
Participant, and identifying the assets attributable to the various
contributions. The Trustee shall have no further liabilities under the
terms of this Agreement with respect to assets so transferred.
Condition of Plan and Trust Agreement. It is a condition of this Plan
and Trust Agreement, and each Employee by participating herein expressly
agrees, that he shall look solely to the assets of the Trust for the
payment of any benefit under the Plan.
Inalienability of Benefits. The benefits provided hereunder shall not
be subject to alienation, pledge, use as security for a loan, assignment,
garnishment, attachment, execution or levy of any kind, and any attempt to
cause such benefits to be so subjected shall not be recognized; provided,
however, that the rule just stated shall not apply in the case of a
qualified domestic relations order, as defined in Section 414(p) of the
Code. A domestic relations order entered before January 1, 1985, will be
treated as a qualified domestic relations order if payment of benefits
pursuant to the order has commenced as of that date, and in the sole
discretion of the Employer as Plan Administrator, may be so treated if such
payment has not commenced, whether or not the order satisfies the
requirements of Section 414(p) of the Code.
Governing Law. This Plan shall be construed, administered and enforced
according to the laws of the Commonwealth of Massachusetts to the extent
not pre-empted by the laws of the United States of America (including the
Employee Retirement Income Security Act of 1974); any provision of this
Plan in conflict with applicable federal law shall survive to the extent
permitted by that law.
Merger or Consolidation of Plan. A merger or consolidation of the Plan
with, or transfer in whole or in part of the assets of the Plan to, any
other plan of deferred compensation may be consummated or made if, but only
if, the benefits to which each Participant would become entitled if the
merged, consolidated or transferee plan were terminated immediately after
such merger, consolidation or transfer are at least equal to the benefits
to which such Participant would have been entitled had the Plan been
terminated immediately prior to such merger, consolidation or transfer.
Failure of Qualification. If the Plan as maintained by the Employer
fails to attain or to maintain qualification under the Code, it shall be
considered an individually designed plan and no longer the Prototype Plan;
upon such event the Trustee named in the Adoption Agreement shall resign
pursuant to Section 12.6. An
Employer who is not entitled to rely on the opinion letter issued with
respect to the Prototype Plan, as set forth in the Adoption Agreement,
shall promptly apply for a determination letter as to the Plan, and shall
promptly inform the Trustee of the outcome of such application.
Leased Employees. Any leased employee within the meaning of Section
414(n) of the Code shall be treated as an employee of the recipient
employer; however, contributions or benefits provided by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer. The
preceding sentence shall not apply to any person who would otherwise be
considered a leased employee, if leased employees do not constitute more
than 20 percent of the recipient's nonhighly compensated workforce (as
defined by Code Section 414(n)(5)(C)(ii)), and such employee is covered by
a money purchase pension plan providing: (1) a nonintegrated employer
contribution rate of at least 10 percent of compensation (as defined in
Section 415(c)(3) of the Code, but including amounts contributed by the
employer pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Section 125, Section 402(a)(8), Section
402(h) or Section 403(b) of the Code), (2) immediate participation, and (3)
full and immediate vesting. The term "leased employee" means any person
(other than an employee of the Employer) who pursuant to an agreement
between the recipient and any other person ("leasing organization") has
performed services for the recipient (or for the recipient and related
persons determined in accordance with Section 414(n)(6) of the Code) on a
substantially full time basis for a period of at least one year, and such
services are of a type historically performed by employees in the business
field of the recipient employer.
Changes in Vesting Schedule. In the event that this Plan is adopted as
an amendment to an existing plan, the interest of any Participant shall
become fully vested and non-forfeitable as of the Effective Date.
ARTICLE - LIMITATIONS ON ALLOCATIONS
Definitions. For purposes of this Article 11, the following terms shall
have the meanings set forth below
"Annual additions": The sum of the following amounts credited to a
Participant's Account for the "limitation year":
Employer contributions; and
For any Plan Year beginning after December 31, 1986, Participant
contributions.
For purposes of applying the limitations of this article, "compensation"
for a "limitation year" is the "compensation" actually paid or includible
in gross income during such year.
"Defined benefit fraction": A fraction, the numerator of which is the sum
of the Participant's "projected annual benefits" under all the defined
benefit plans (whether or not terminated) maintained by the employer, and
the denominator of which is the lesser of 125 percent of the dollar
limitation determined for the "limitation year" under Sections 415(b) and
(d) of the Code or 140 percent of the "highest average compensation,"
including any adjustments under Section 415(b) of the Code.
Notwithstanding the above, if the Participant was a participant as of the
first day of the first "limitation year" beginning after December 31, 1986,
in one or more defined benefit plans maintained by the employer which were
in existence on May 6, 1986, the denominator of this fraction will not be
less than 125 percent of the sum of the annual benefits under such plans
which the Participant had accrued as of the close of the last "limitation
year" beginning before January 1, 1987, disregarding any changes in the
terms and conditions of the plan after May 5, 1986. The preceding sentence
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Section 415 for all "limitation years"
beginning before January 1, 1987.
"Defined contribution dollar limitation": $30,000 or if greater,
one-fourth of the defined benefit dollar limitation set forth in Section
415(b)(1) of the Code as in effect for the "limitation year."
"Defined contribution fraction": A fraction, the numerator of which is
the sum of the "annual additions" to the Participant's account under all
the defined contribution plans (whether or not terminated) maintained by
the employer for the current and all prior "limitation years" (including
the "annual additions" attributable to the Participant's nondeductible
employee contributions to all defined benefit plans, whether or not
terminated, maintained by the employer, and the "annual additions," as
defined above, attributable to all welfare benefit funds, as defined in
Section 419(e) of the Code, and individual medical accounts, as defined in
Section 415(l)(2) of the Code, maintained by the employer), and the
denominator of which is the sum of the maximum aggregate amounts for the
current and all prior "limitation years" of service with the employer
(regardless of whether a defined contribution plan was maintained by the
employer). The maximum aggregate amount in any "limitation year" is the
lesser of 125 percent of the dollar limitation determined under Sections
415(b) and (d) of the Code in effect under Section 415(c)(1)(A) of the Code
or 35 percent of the Participant's "compensation" for such year.
If the employee was a participant as of the first day of the first
"limitation year" beginning after December 31, 1986, in one or more defined
contribution plans maintained by the employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of
this fraction and the defined benefit fraction would otherwise exceed 1.0
under the terms of this Plan. Under the adjustment, an amount equal to the
product of (1) the excess of the sum of the fractions over 1.0 times (2)
the denominator of this fraction, will be permanently subtracted from the
numerator of this fraction. The adjustment is calculated using the
fractions as they would be computed as of the end of the last "limitation
year" beginning before January 1, 1987, and disregarding any changes in the
terms and conditions of the plan made after May 5, 1986, but using the
Section 415 limitation applicable to the first "limitation year" beginning
on or after January 1, 1987.
The "annual addition" for any "limitation year" beginning before January
1, 1987, shall not be recomputed to treat all employee contributions as
"annual additions."
Employer: For purposes of this Article 11, "employer" shall mean the
employer that adopts this plan, and all members of a controlled group of
corporations (as defined in Section 414(b) of the Code as modified by
Section 415(h)), all commonly controlled trades or businesses (as defined
in Section 414(c) as modified by Section 415(h)) or affiliated service
groups (as defined in Section 414(m)) of which the adopting employer is a
part, and any other entity required to be aggregated with the employer
pursuant to Section 414(o) of the Code.
"Excess amount": The excess of the Participant's "annual additions" for
the "limitation year" over the "maximum permissible amount."
"Highest average compensation": The average compensation for the three
consecutive years of service with the employer that produces the highest
average. A year of service with the employer is the period of 12
consecutive months defined in Section 2.24.
"Limitation year": A calendar year, or the other period of 12 consecutive
months elected by the Employer in the Adoption Agreement. All qualified
plans maintained by the Employer must use the same "limitation year". If
the "limitation year" is amended to a different period of 12 consecutive
months, the new "limitation year" must begin on a date within the
"limitation year" in which the amendment is made.
"Master or prototype plan": A plan the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.
"Maximum permissible amount": The lesser of (a) the "defined contribution
dollar limitation" or (b) 25% of the Participant's
"compensation" for the "limitation year." The compensation limitation
referred to in (b) shall not apply to any contribution for medical benefits
(within the meaning of Section 401(h) or Section 419(A)(f)(2) of the Code)
which is otherwise treated as an "annual addition" under Section 415(l)(1)
or Section 419A(d)(2) of the Code. If a short "limitation year" is created
because of an amendment changing the "limitation year", the "maximum
permissible amount" will not exceed the "defined contribution dollar
limitation" multiplied by a fraction of which the numerator is equal to the
number of months in the short "limitation year," and the denominator is 12.
"Projected annual benefit": The annual retirement benefit (adjusted to an
actuarially equivalent straight life annuity if such benefit is expressed
in a form other than a straight life annuity or qualified joint and
survivor annuity) to which the Participant would be entitled under the
terms of the plan assuming
(a) the Participant will continue employment until normal retirement age
under the plan (or current age, if later), and
(b) the Participant's "compensation" for the current "limitation year" and
all other relevant factors used to determine benefits under the plan will
remain constant for all future "limitation years".
Participation Only in This Plan. If the Participant does not
participate in, and has never participated in another qualified plan or a
welfare benefit fund, as defined in Section 419(e) of the Code, maintained
by the employer, or an individual medical account, as defined in Section
415(l)(2) of the Code, maintained by the employer, which provides an
"annual addition" the amount of "annual additions" which may be credited to
the Participant's Account for any "limitation year" will not exceed the
lesser of the "maximum permissible amount" or any other limitation
contained in this Plan. If the employer contribution that would otherwise
be contributed or allocated to the Participant's Account would cause the
"annual additions" for the "limitation year" to exceed the "maximum
permissible amount," the amount contributed or allocated will be reduced so
that the "annual additions" for the "limitation year" will equal the
"maximum permissible amount."
Prior to determining the Participant's actual "compensation" for the
"limitation year," the employer may determine the "maximum permissible
amount" for a Participant on the basis of a reasonable estimation of the
Participant's "compensation" for the "limitation year," uniformly
determined for all Participants similarly situated. As soon as is
administratively feasible after the end of the "limitation year," the
"maximum permissible amount" for the "limitation year" will be determined
on the basis of the Participant's actual "compensation" for the "limitation
year."
If pursuant to the last sentence of the preceding paragraph there is an
"excess amount," the excess will be disposed of as follows:
Any nondeductible voluntary employee contributions, to the extent they
would reduce the "excess amount," will be returned to the Participant;
If after the application of paragraph (a) an "excess amount" still
exists, and the Participant is covered by the Plan at the end of the
"limitation year," the "excess amount" in the Participant's Account will be
used to reduce employer contributions for such Participant in the next
"limitation year," and each succeeding "limitation year" if necessary;
If after the application of paragraph (a) an "excess amount" still
exists, and the Participant is not covered by the Plan at the end of the
"limitation year," the employer's contribution on behalf of the Participant
will be reduced to the extent necessary to eliminate the "excess amount."
If a suspense account is in existence at any time during a "limitation
year" pursuant to this Section 11.2, it will participate in the allocation
of the Trust's investment gains and losses. If a suspense, account is in
existence at any time during a particular "limitation year," all amounts in
the suspense account must be allocated and reallocated to Participants'
accounts before any Employer or any Employee contributions may be made to
the Plan for that "limitation year." Excess amounts may not be distributed
to Participants or former Participants.
Participation in Additional Prototype Defined Contribution Plan. This
Section 11.3 applies if, in addition to this Plan, the Participant is
covered under another qualified master or prototype defined contribution
plan or a welfare benefit fund, as defined in Section 419(e) of the Code,
maintained by the employer, or an individual medical account, as defined in
Section 415(l)(2) of the Code, maintained by the employer, which provides
an "annual addition" during any "limitation year." The "annual additions"
which may be credited to a Participant's account under this Plan for any
such "limitation year" will not exceed the "maximum permissible amount"
reduced by the "annual additions" credited to a Participant's Account under
the other plans and welfare benefit funds for the same "limitation year."
If the "annual additions" with respect to the Participant under other
defined contribution plans and welfare benefit funds maintained by the
employer are less than the "maximum permissible amount" and the employer
contribution that would otherwise be contributed or allocated to the
Participant's Account under this Plan would cause the "annual additions"
for the "limitation year" to exceed this
limitation, the amount contributed or allocated will be reduced so that the
"annual additions" under all such plans and funds for the "limitation year"
will equal the "maximum permissible amount." If the "annual additions" with
respect to the Participant under such other defined contribution plans and
welfare benefit funds in the aggregate are equal to or greater than the
"maximum permissible amount," no amount will be contributed or allocated to
the Participant's Account under this Plan for the "limitation year."
Prior to determining the Participant's actual "compensation" for the
"limitation year," the employer may determine the "maximum permissible
amount" for a Participant in the manner described in Section 11.2. As soon
as is administratively feasible after the end of the "limitation year," the
"maximum permissible amount" for the "limitation year" will be determined
on the basis of the Participant's actual "compensation" for the "limitation
year."
If, pursuant to the preceding paragraph, a Participant's "annual
additions" under this Plan and such other plans would result in an "excess
amount" for a "limitation year," the "excess amount" will be deemed to
consist of the "annual additions" last allocated, except that annual
additions attributable to a welfare benefit fund or individual medical
account will be deemed to have been allocated first regardless of the
actual allocation date.
If an "excess amount" was allocated to a Participant on an allocation date
of this Plan which coincides with an allocation date of another plan, the
"excess amount" attributed to this Plan will be the product of:
the total "excess amount" allocated as of such date, times
the ratio of (i) the "annual additions" allocated to the Participant for
the "limitation year" as of such date under this Plan to (ii) the total
"annual additions" allocated to the Participant for the "limitation year"
as of such date under this and all other qualified master or prototype
defined contribution plans.
Any "excess amount" attributed to this Plan will be disposed of in the
manner described in Section 11.2.
Participation in Other Defined Contribution Plans. If the Participant
is covered under another qualified defined contribution plan maintained by
the Employer which is not a "master or prototype plan," "annual additions"
which may be credited to the Participant's Account under this plan for any
"limitation year" will be limited in accordance with Section 11.3 as though
the other plan were a "master or prototype plan."
Participation in Defined Benefit Plan. If the Employer maintains, or at
any time maintained, a qualified defined benefit plan covering any
Participant in this Plan' the sum of the
Participant's "defined benefit plan fraction" and "defined contribution
plan fraction" will not exceed 1.0 in any "limitation year." The "annual
additions" which may be credited to the Participant's Account under this
Plan for any "limitation year" will be limited in accordance with the
method described by the Employer in the Adoption Agreement, which shall
preclude Employer discretion.
ARTICLE - RIGHTS AND DUTIES OF TRUSTEE
Establishment of Trust Fund. The Trustee shall accept and hold in the
Trust such contributions by or on behalf of Participants as it may receive
from time to time from the Employer, and shall open and maintain records of
contributions to and withdrawals from Participants' Accounts for such
individuals as the Employer shall from time to time certify to it, by name
and Social Security number, as Participants in the Plan.
Exclusive Benefit. The Trustee shall hold the assets of the Trust Fund
for the exclusive purpose of providing benefits to Participants and
beneficiaries and defraying the reasonable expenses of administering the
Plan, and no such assets shall ever revert to the Employer except that:
contributions made by the Employer by mistake of fact may be returned to
the Employer within one (1) year of the date of payment,
contributions that are conditioned on the deductibility thereof under the
Code may be returned to the Employer within one (1) year of the
disallowance of the deduction,
contributions that are conditioned on the initial qualification of the
Plan under the Code may be returned to the Employer within one (1) year
after such qualification is denied by determination of the Internal Revenue
Service, but only if an application for determination of such qualification
is made within the time prescribed by law for filing the Employer's federal
income tax return for its taxable year in which the Plan is adopted, or
such later date as the Secretary of the Treasury may prescribe, and
amounts held in a suspense account may be returned to the Employer on
termination of the Plan, to the extent that they may not then be allocated
to any Participant's Account in accordance with Article 11.
All contributions under the Plan are hereby expressly conditioned on the
initial qualification of the Plan and their deductibility under the Code.
Reports of the Trustee and the Employer. Not later than 120 days after
the close of each Plan Year (or after the Trustee's resignation or removal
pursuant to Section 12.6) the Trustee shall furnish to the Employer a
written report containing such information as shall be reasonably necessary
to complete reports and disclosures required of the Employer pursuant to
the Employee Retirement Income Security Act of 1974, including, without
limitation, records of the transactions performed in connection with the
Plan during the period in question, and either a statement of the fair
market value of the assets of each Participant's Account as of the end of
the period, or information adequate to permit the Employer to compare such
value. Upon the expiration of 60 days following the date on which such a
report is furnished to the Employer, the Trustee shall be forever released
and discharged from all liability and accountability to anyone with respect
to its acts, transactions, duties, obligations or responsibilities as shown
in or reflected by such report, except with respect to any such acts or
transactions as to which the Employer shall have filed written objections
within such sixty-day period.
The Employer shall be responsible for the preparation and filing of such
reports and disclosures as may be required by the Employee Retirement
Income Security Act of 1974, and for providing notice to interested parties
as required by Section 7476 of the Code. The Employer shall also prepare
any return or report required as a result of liability incurred by the
account for tax on unrelated business taxable income, or windfall profits
tax, or any return or report necessary to preserve the availability of any
credit or deduction with respect thereto.
Fees and Expenses of the Trust. The Trustee shall be entitled to the
fees set forth in the forms provided for Participants' written investment
instructions or an addendum thereto, as amended from time to time, and to
reimbursement of all reasonable expenses incurred in the performance of its
duties. In the event of the failure of the Employer to pay agreed
compensation or to reimburse expenses, the same shall be paid from the
assets of the Trust.
To the extent incurred by the Trustee, any income, gift, estate and
inheritance taxes and other taxes of any kind whatsoever, including
transfer taxes incurred in connection with the investment or reinvestment
of the assets of the Trust, that may be levied or assessed in respect of
such assets, if allocable to specific Participants shall be charged to
their Accounts, and if not so allocable shall be charged proportionately to
all Participants' Accounts. All other administrative expenses incurred by
the Trustee and the Broker in the performance of their duties, including
fees for legal services rendered to the Trustee, shall be charged
proportionately to all Accounts. All such fees and taxes and other
administrative expenses charged to a Participant's Account will be
collected from the amount of any contribution or distribution to be
credited to such Account, or by
selling assets credited to such Account, and the Trustee is expressly
authorized to cause Registered Investment Company Shares to be redeemed for
the purpose of paying such amounts. The Employer shall be responsible for
payment of any deficiency.
Limitation of Duties and Liabilities. The Trustee shall not be
responsible in any way for the collection of contributions provided for
under the Plan, the purpose or propriety of any distribution made pursuant
to Section 6.6 or any other action or nonaction taken pursuant to the
request of the Employer, the Plan Administrator or a Participant; the
validity or effect of the Plan and Trust Agreement; the qualification of
the Plan or the Trust under the Code and the Employee Retirement Income
Security Act of 1974; or the examination of the Plan. The Employer and the
executor, administrator, or successor of the Employer, as appropriate,
shall at all times fully indemnify and save harmless the Trustee, and its
successors and assigns from any liability arising from distributions so
made or actions so taken, and from any and all liability whatsoever which
may arise in connection with this Agreement, except liability arising from
the gross negligence or willful misconduct of the Trustee.
The Trustee shall not be under any duty to take any action other than as
herein specified with respect to the Trust, unless the Employer shall
furnish the Trustee with instructions in proper form and such instructions
shall have been specifically agreed to by the Trustee in writing, or to
defend or engage in any suit with respect to the Trust unless the Trustee
shall have first agreed in writing to do so and shall have been fully
indemnified to its satisfaction.
The Trustee and its agents may conclusively rely upon and shall be
protected in acting upon any written order from the Employer or any other
notice, request, consent, certificate or other instrument or paper believed
by it to be genuine and to have been properly executed, and, so long as it
acts in good faith, in taking or omitting to take any other action. The
Trustee may delegate to one or more corporations affiliated with the
Trustee the performance of record keeping and other ministerial services in
connection with the Plan, for a reasonable fee to be borne by the Trustee
and not by the Plan or the Trust. Any such agent's duties and
responsibilities shall be confined solely to the performance of such
services, and shall continue only for so long as the Trustee named in the
Adoption Agreement serves as Trustee.
Substitution, Resignation or Removal of Trustee. The Sponsor may at any
time appoint as a substitute for the Trustee named in the Adoption
Agreement another institution affiliated with the Sponsor that is a bank or
is qualified to act as a nonbank trustee in accordance with Section
1.401-12(n) of the Income Tax Regulations; provided that the Sponsor shall
notify the Employer in writing at least 30 days in advance of the effective
date of any such appointment.
The Trustee may resign at any time upon 30 days' notice in writing to the
Employer, and may be removed by the Employer at any time upon 30 days'
notice in writing to the Trustee. Upon resignation of the Trustee, the
Sponsor may propose a successor trustee, but the appointment of such a
successor shall be subject to the approval of the Employer. Upon removal
of the Trustee, the Employer shall appoint a successor Trustee, but in that
event the Plan shall be considered an individually designed plan for
purposes of Section 9.1. Upon receipt by the Trustee of written acceptance
of appointment by a substitute or successor trustee, the Trustee shall
transfer and pay over to such successor the assets of the Trust. The
Trustee is authorized, however, to reserve such sum of money or property as
it may deem advisable for payment of all its fees, compensation, costs and
expenses, or for payment of any other liabilities constituting a charge on
or against the assets of the Trust or on or against the Trustee, with any
balance of such reserve remaining after the payment of all such items to be
paid over to the substitute or successor trustee. The Trustee shall not be
liable for the acts or omissions of any substitute or successor trustee.
If within 90 days after the Trustee's resignation or removal the Employer
has not appointed a successor Trustee which has accepted such appointment,
the Trustee shall terminate the Trust pursuant to Section 9.4. The Trustee
named in the Adoption Agreement has accepted its appointment, and intends
to serve, only for so long as the Employer's plan is a Prototype Plan.
ARTICLE - TRANSITIONAL RULES
Applicability. The provisions of this Article 13 apply only to
Employers who maintained a qualified retirement plan prior to the adoption
of this Plan.
Joint and Survivor Annuity Rules. Any living Participant not receiving
benefits on August 23, 1984, who would otherwise not receive the benefits
prescribed by Sections 7.2 and 7.3, must be given the opportunity to elect
to have Article 7 apply, if such Participant is credited with at least one
Hour of Service under this Plan or a predecessor plan in a Plan Year
beginning on or after January 1, 1976, and such Participant had at least 10
Years of Service when he or she separated from service. Any living
Participant not receiving benefits on August 23, 1984, who was credited
with at least one Hour of Service under this Plan or a predecessor plan on
or after September 2, 1974, and who is not otherwise credited with any
service in a Plan Year beginning on or after January 1, 1976, must be given
the opportunity to have his or her benefits paid in accordance with this
Section 13.2. The respective opportunities to elect (as described in the
two preceding sentences) must be afforded to the appropriate Participants
during the period commencing on August 23, 1984, and ending on the date
benefits would otherwise commence to said Participants.
Any Participant who has elected pursuant to the second sentence of this
Section 13.2, and any Participant who does not elect under the first
sentence of this Section 13.2, or who meets the requirements of the first
sentence except that he does not have at least 10 Years of Service when he
separates from service, shall have his benefits distributed in accordance
with all of the following requirements, if benefits would have been payable
in the form of a life annuity:
Automatic joint and survivor annuity. If benefits in the form of a life
annuity become payable to a married Participant who:
begins to receive payments under the Plan on or after Normal Retirement
Age; or
dies on or after Normal Retirement Age while still working for the
Employer; or
begins to receive payments on or after the
qualified early retirement age; or
separates from service on or after attaining Normal Retirement Age (or
the qualified early retirement age) and after satisfying the eligibility
requirements for the payment of benefits under the Plan and thereafter dies
before beginning to receive such benefits;
then such benefits will be received under this Plan in the form of a
qualified joint and survivor annuity, unless the Participant has elected
otherwise during the election period. The election period must begin at
least six months before the Participant attains qualified early retirement
age and end not more than 90 days before the commencement of benefits. Any
election hereunder will be made in writing and may be changed by the
Participant at any time.
Election of early survivor annuity. A Participant who is employed after
attaining the qualified early retirement age will be given the opportunity
to elect, during the election period, to have a survivor annuity payable on
death. If the Participant elects the survivor annuity, payments under such
annuity must not be less than the payments which would have been made to
the spouse under the qualified joint and survivor annuity if the
Participant had retired on the day before his death. Any election under
this provision will be made in writing and may be changed by the
Participant at any time. The election period begins on the later of (1)
the 90th day before the Participant attains the qualified early retirement
age, or (2) the date on which participation begins, and ends on the date
the Participant terminates employment.
For purposes of this Section 13.2:
Qualified early retirement age is the latest of (i) the earliest date,
under the Plan, on which the Participant may elect to receive retirement
benefits, (ii) the first day of the 120th month beginning before the
Participant reaches Normal Retirement Age, or (iii) the date the
Participant begins participation.
Qualified joint and survivor annuity is an annuity for the life of the
Participant with a survivor annuity for the life of the spouse, as
described in Section 7.4(d).
Certain Distributions. Subject to the requirements of Article 7, and
notwithstanding the provisions of Article 8, distribution on behalf of any
Participant, including a 5-percent owner, may be made in accordance with
all of the following requirements (regardless of when such distribution
commences):
The distribution by the trust is one which would not have disqualified
the trust under Section 401(a)(9) of the Internal Revenue Code as in effect
prior to amendment by the Deficit Reduction Act of 1984.
The distribution is in accordance with a method of distribution
designated by the Employee whose interest in the trust is being distributed
or, if the Employee is deceased, by a beneficiary of such Employee.
Such designation was in writing, was signed by the Employee or the
beneficiary, and was made before January 1, 1984.
The Employee had accrued a benefit under the Plan as of December 31,
1983.
The method of distribution designated by the Employee or the beneficiary
specifies the time at which distribution will commence, the period over
which distributions will be made, and in the case of any distribution upon
the Employee's death, the beneficiaries of the Employee listed in order of
priority.
A distribution upon death will not be covered by this transitional rule
unless the information in the designation contains the required information
described above with respect to the distributions to be made upon the death
of the Employee. For any distribution which commences before January 1,
1984, but continues after December 31, 1983, the Employee or the
beneficiary to whom such distribution is being made will be presumed to
have designated the method of distribution under which the distribution is
being made if the method of distribution was specified in writing and the
distribution satisfies the requirements in
subsections (a) and (e). If a designation is revoked, any subsequent
distribution must satisfy the requirements of Section 401(a)(9) of the Code
and the regulations thereunder. If a designation is revoked after the date
distributions are required to begin, the Trust must distribute by the end
of the calendar year following the calendar year in which the revocation
occurs the total amount not yet distributed which would have been required
to have been distributed to satisfy Section 401(a)(9) of the Code and the
regulations thereunder, but for the designation described in paragraphs (b)
through (e). For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental benefit
requirements in Section 1.401(a)(9)-2 of the Income Tax Regulations. Any
changes in the designation generally will be considered to be a revocation
of the designation, but the mere substitution or addition of another
beneficiary (one not named in the designation) under the designation will
not be considered to be a revocation of the designation, so long as such
substitution or addition does not alter the period over which distributions
are to be made under the designation, directly or indirectly (for example,
by altering the relevant measuring life). In the case of an amount
transferred or rolled over from one plan to another plan, the rules in Q&A
J-2 and Q&A J-3 of Section 1.401(a)(9)-1 of the Income Tax Regulations
shall apply.
ARTICLE - SPECIAL PROVISIONS FOR BROKER PLANS
Applicability. The provisions of this Article 14 apply only to Broker
Plans. In a Broker Plan, to the extent that any provision of this Article
14 is inconsistent with any other provision of the Plan, this Article 14
shall control.
Reports. In a Broker Plan, the provisions of this Section 14.2 override
and supersede Section 12.3.
Each of the Trustee, the Broker and any Investment Manager appointed
hereunder shall keep adequate records of the transactions he performs in
connection with the Plan. Not later than 60 days after the close of each
Plan Year (or after the resignation or removal of any party described in
the preceding sentence) each such party shall furnish to the Employer a
written report containing such information as shall be reasonably necessary
to complete reports and disclosures required of the Employer pursuant to
the Employee Retirement Income Security Act of 1974, including, without
limitation, records of the transactions performed in connection with the
Plan during the period in question, and either a statement of the fair
market value of the assets of each Participant's Account as of the end of
the period, or information adequate to permit the Employer to compare such
value. Upon the expiration of 60 days following the date on which such a
report is furnished to the Employer, the party submitting the report shall
be forever released and discharged from all liability and accountability to
anyone with respect to its acts, transactions, duties, obligations or
responsibilities as shown in or reflected by such report, except with
respect to any such acts or transactions as to which the Employer shall
have filed written objections within such sixty-day period.
The Employer, the Broker and the Trustee shall furnish to each other such
information relevant to the Plan and required under the Code and any
regulations or forms which are issued or adopted by the Treasury Department
thereunder.
The Employer shall be responsible for the preparation and filing of such
reports and disclosures as may be required by the Employee Retirement
Income Security Act of 1974, and for providing notice to interested parties
as required by Section 7476 of the Code.
Limitation of Duties and Liabilities. In a Broker Plan, the provisions
of this Section 14.3 override and supersede Section 12.5.
The Broker and the Trustee, respectively, shall each be responsible solely
for performance of those duties expressly assigned to it in the Plan and
each assumes no duty under the Plan which is assigned herein or by law to
others. Neither the Broker nor the Trustee shall be responsible in any way
for the collection of contributions provided for under the Plan; the
purpose or propriety of any distribution made pursuant to Article 6; any
other action or nonaction taken pursuant to the request of the Employer,
the Plan Administrator or a Participant; the validity or effect of the Plan
and Trust Agreement; the qualification of the Plan or the Trust under the
Code and the Employee Retirement Income Security Act of 1974; or the
examination of the Plan. The Employer and the executor, administrator, or
successor of the Employer, as appropriate, and, with respect to directions
from a Participant, the Participant and his legal representative, shall at
all times fully indemnify and save harmless the Trustee, the Broker and
their successors and assigns from any liability arising from distributions
so made or actions so taken, and from any and all liability whatsoever
which may arise in connection with this Agreement, except liability arising
from the gross negligence or willful misconduct of the indemnified person.
Neither the Broker nor the Trustee shall be under any duty to take any
action other than as herein specified with respect to the Trust, unless the
Employer or Participant, as appropriate, shall furnish that person with
instructions in proper form and such instructions shall have been
specifically agreed to by that person in writing, or to defend or engage in
any suit with respect to the Trust unless that person shall have first
agreed in writing to do so and shall have been fully indemnified to its
satisfaction. The Employer and the executor, administrator or successors
of the Employer shall have the sole authority to enforce this agreement on
behalf of any and all persons having or claiming any interest in the Trust.
In order to save the Trust from the expenses which
might otherwise be incurred, it is imposed as a condition to the
acquisition of any interest in the Trust, and it is hereby agreed, that no
person other than the Employer and such other persons as appropriate may
institute or maintain any action or proceeding against the Trustee or the
Broker in the absence of written authority from the Employer or a
determination of a court of competent jurisdiction that, in refusing such
authority, the Employer or such other persons have acted fraudulently or in
bad faith.
The Trustee, its agents and the Broker may conclusively rely upon and
shall be protected in acting upon any written order from the Employer or a
Participant or any other notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been properly
executed, and, so long as it acts in good faith, in taking or omitting to
take any other action. The Trustee may delegate to one or more
corporations affiliated with the Trustee the performance of record keeping
and other ministerial services in connection with the Plan, for a
reasonable fee to be borne by the Trustee and not by the Plan or the Trust.
Any such agent's duties and responsibilities shall be confined solely to
the performance of such services, and shall continue only for so long as
the Trustee named in the Adoption Agreement serves as Trustee.
Resignation or Removal of Broker. The Broker may at any time resign
upon 30 days' notice in writing to the Employer and the Trustee, whereupon
the Employer shall appoint a successor to the Broker and shall immediately
give written notice of such appointment to the Trustee. The Employer may
at any time remove the Broker upon 30 days' notice in writing to the Broker
and the Trustee, accompanied by the written acceptance of a successor
Broker appointed by the Employer. Upon receipt by the Broker of written
acceptance of appointment by its successor, the Broker shall transfer and
pay over to the successor the assets of the Trust and all records (or
copies thereof) pertaining thereto, provided that the successor agrees not
to dispose of any such records without the Broker's consent. The Broker is
authorized, however, to reserve such sum of money or property as it may
deem advisable for payment of all its fees, compensation, costs and
expenses, or for payment of any other liabilities constituting a charge on
or against the assets of the Trust or on or against the Trustee or the
Broker, with any balance of such reserve remaining after the payment of all
such items to be paid over to the successor broker. The Broker shall not
be liable for the acts or omissions of any successor broker.
Indemnification. The Employer, the Broker and the Trustee intend that
the Trustee shall have and exercise no discretion, authority, or
responsibility as to any investment in connection with the Plan. The party
who directs the investment of an Account shall bear sole responsibility for
the suitability of any directed investment and for any adverse consequences
arising from such an investment, including, without limitation, the
inability of the Trustee to value or to sell an illiquid investment, or the
generation of unrelated business taxable income with respect to an
investment. The Employer hereby agrees on behalf of itself, its successors
and assigns to indemnify and hold harmless the Trustee, its affiliates,
successors and assigns, and their officers, directors and employees, from
any and all liability arising from investment directions under the Plan, or
the Broker's execution of them, and except in the case of gross negligence
or willful misconduct on the part of the indemnified person, from any other
liability whatsoever arising in connection with the Plan. The Broker
hereby agrees on behalf of itself, its successors and assigns to indemnify
and hold harmless the Trustee, its affiliates, successors and assigns, and
their officers, directors and employees, from any and all liability from
losses, claims, damages or expenses (including reasonable legal fees and
expenses) resulting from any claim, demand, action or suit brought by any
person in connection with the Broker's receipt, recording, forwarding or
execution of a party's specific instructions for specific purchases and
sales of securities.
PLYMOUTH INVESTMENTS DEFINED CONTRIBUTION
RETIREMENT PLAN AND TRUST AGREEMENT
ARTICLE - INTRODUCTION
By executing the Adoption Agreement the Employer has established a
retirement plan (the "Plan") governed by the Adoption Agreement and this
Plan and Trust Agreement. The purpose of the Plan is to create a
retirement fund intended to help provide for the future security of the
Participants and their beneficiaries.
ARTICLE - DEFINITIONS
As used in this Plan the following terms shall have the meanings set forth
below:
"Account" or "Accounts" shall mean, with respect to any Participant, the
aggregate of his Employer Contribution Account and Participant Contribution
Account.
"Adoption Agreement" shall mean the original Application executed by the
Employer and any amendment thereto.
"Affiliated Employer" shall mean the Employer and a trade or business,
whether or not incorporated, which is any of the following:
a member of a group of controlled corporations (within the meaning of
Section 414(b) of the Code) which includes the Employer; or
a trade or business under common control (within the meaning of Section
414(c) of the Code) with the Employer; or
a member of an affiliated service group (within the meaning of Section
414(m) of the Code) which includes the Employer; or
an entity otherwise required to be aggregated with the Employer pursuant
to Section 414(o) of the Code.
In determining service for eligibility to participate in the Plan, all
employees of Affiliated Employers will be treated as employed by a single
employer.
"Break in Service" shall mean a period of 12 consecutive months,
commencing on the date on which an individual first performs an Hour of
Service or on any anniversary thereof,
during which he is not credited with more than 500 Hours of Service.
"Business" shall mean the trade or business of any Employer which is not
a corporation.
"Code" shall mean the Internal Revenue Code of 1986, as amended, or any
successor provisions of law.
"Compensation" shall mean all of a Participant's earnings which are
reported on Internal Revenue Service Form W-2, excluding deferred
compensation, but increased by amounts withheld under a salary reduction
agreement in connection with a cafeteria plan under Section 125 of the
Code, a cash or deferred plan under Section 401(k) of the Code, a
simplified employee pension under Section 408(k) of the Code or a tax
deferred annuity under Section 403(b) of the Code. If the Plan is adopted
as an amendment to an existing plan, the definition in this Section 2.7 is
effective as of the first day of the Plan Year in which the Plan is
adopted.
"Earned Income" shall mean the net earnings from self- employment
derived by a Self-employed Individual from the Business with respect to
which the Plan is established, for which personal services of the
individual are a material income producing factor, excluding items not
included in gross income and the deductions allocated to such items; and
reduced by (i) contributions by the Employer to qualified plans, to the
extent deductible under Section 404 of the Code, and (ii) any deduction
allowed to the Employer under Section 164(f) of the Code for taxable years
beginning after December 31, 1989.
"Earnings" shall mean the first $200,000 (as adjusted by the Secretary
at the same time and in the same manner as prescribed under Section 415(d)
of the Code) of the sum of the Compensation and the Earned Income received
by each Participant during a Plan Year. In determining the Earnings of a
Participant, the rules of Section 414(q)(6) of the Code shall apply, but in
applying those rules the term "family" shall include only the Participant's
spouse and the Participant's lineal descendants who have not reached age 19
by the last day of the Plan Year. If, as a result of the application of
such rules the adjusted $200,000 limitation is exceeded, then (except for
purposes of determining the portion of Earnings up to the integration level
if this Plan provides for permitted disparity), the limitation shall be
prorated among the affected individuals in proportion to each such
individual's Earnings as determined under this Section 2.9 prior to the
application of this limitation.
"Effective Date" shall mean the date specified in the Adoption
Agreement. If the Adoption Agreement indicates that the Employer is
adopting the Plan as an amendment to an existing plan, the provisions of
the existing plan apply to all events preceding the Effective Date, except
as to specific provisions of the Plan
which set forth a retroactive effective date in accordance with Section
1140 of the Tax Reform Act of 1986.
"Employee" shall mean (i) a common law employee of an Affiliated
Employer; (ii) in the case of an Affiliated Employer which is a sole
proprietorship, the sole proprietor thereof; (iii) in the case of an
Affiliated Employer which is a partnership, a partner thereof; and (iv) any
individual treated as an employee of an Affiliated Employer under the
"leased employee" rules in Section 11.9 of the Plan. The term "Employee"
shall include a Self-employed Individual and an Owner-Employee, but for
purposes of participation in accordance with Section 3.1 shall exclude (i)
any individual who is a nonresident alien receiving no earned income from
an Affiliated Employer which constitutes income from sources within the
United States, and (ii) any individual included in a unit of employees
covered by a collective bargaining agreement as to which retirement
benefits were the subject of good faith bargaining .For this purpose, the
term "unit of employees" does not include any organization of which more
than half the members are employees who are owners, officers or executives
of the Employer.
"Employer" shall mean the Employer named in the Adoption Agreement, and
any successor thereto.
"Employer Contribution Account" shall mean an account established on the
books of the Trust for the purpose of recording the Employer contributions
made on behalf of a Participant and any income, expenses, gains or losses
incurred thereon.
"Hour of Service" shall mean:
Each hour for which an Employee is paid, or entitled to payment, for the
performance of duties for an Affiliated Employer. These hours shall be
credited to the Employee for the computation period or periods in which the
duties are performed.
Each hour for which an Employee is paid, or entitled to payment, by an
Affiliated Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), jury duty, military duty, lay off or leave of absence;
provided, however, that no more than 501 Hours of Service shall be credited
under this Paragraph (b) to an Employee on account of any single continuous
period during which the Employee performs no services (whether or not such
period occurs in a single Plan Year or other computation period). Hours
under this paragraph shall be calculated and credited pursuant to Section
2530.200b-2(b) and (c) of
the Department of Labor regulations, which are incorporated herein by this
reference; and
Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by an Affiliated Employer; provided, however,
that the same Hours of Service shall not be credited under both Paragraph
(a) above and this Paragraph (c), and provided, further, that no more than
501 Hours of Service shall be credited under this Paragraph (c) with
respect to payments of back pay, to the extent that such back pay is agreed
to or awarded for a period of time described in Paragraph (b) above, during
which the Employee did not or would not have performed any duties. These
hours shall be credited to the Employee for the computation period or
periods to which the award or payment pertains, rather than the computation
period in which the award, agreement or payment is made.
Hours of Service will be credited to leased employees in accordance with
Section 11.9. If the Employer maintains the plan of a predecessor
employer, Hours of Service will be credited for service with such
predecessor employer. An Employee who is absent from work on account of
pregnancy of the Employee, or of the birth of a child of the Employee, or
adoption of a child by the Employee, or for purposes of caring for a
newborn or newly adopted child, shall be credited during such absence with
the number of Hours of Service which would normally have been credited to
him but for such absence (or, if the number just described cannot be
determined, with eight Hours of Service per day of such absence); provided,
however, that no more than 501 Hours of Service shall be credited with
respect to any such pregnancy, birth or adoption; and provided, further,
that Hours of Service shall be credited under this sentence solely for the
purpose of determining whether an Employee has incurred a Break in Service.
The Employee must furnish to the Employer such information as shall be
reasonably required to establish the reason for an absence and the number
of days for which the absence continued. Hours of Service credited in
accordance with the preceding sentence shall be credited for the
computation period (determined under Section 2.26) in which the absence
begins, if necessary to prevent the Employee from incurring a Break in
Service in such period, or if not, in the period following the period in
which the absence begins.
"Insurance Contract" shall mean a guaranteed investment contract, a
fixed or variable annuity contract, or other investment product issued by
an insurance company and approved by the Sponsor as an investment medium
under the Plan, provided that (i) an Insurance Contract shall contain no
life insurance element, (ii) the mode or modes of distribution of funds
under an Insurance Contract shall in all events be subject to the direction
of the Trustee in accordance with Section 9.2, and (iii) an Insurance
Contract held under the Plan shall be convertible to any extent necessary
for compliance with Section 6.4.
"Life Insurance Policy" shall have the meaning set forth in Section 9.1.
"Owner-Employee" shall mean the sole proprietor, if the Employer is a
sole proprietorship, or a partner who owns more than 10% of either the
capital interest or the profits interest, if the Employer is a partnership.
"Participant" shall mean an Employee who has met the requirements of
Section 3.1 or Section 3.2.
"Participant Contribution Account" shall mean an account established on
the books of the Trust for the purpose of recording the contributions made
by a Participant and any income, expenses, gains or losses incurred
thereon.
"Plan Year" shall be the period of 12 consecutive months designated by
the Employer in the Adoption Agreement.
"Prototype Plan" shall mean the form of the Plan, as approved from time
to time by the Internal Revenue Service.
"Registered Investment Company" shall mean any one or more corporations
or trusts registered under the Investment Company Act of 1940 and approved
by the Sponsor for use under the Plan for which Fidelity Management &
Research Company or any of its successors or affiliates serves as
investment advisor, and any other such entity as is acceptable to the
Trustee in its sole discretion; and "Registered Investment Company Shares"
shall mean the shares, trust certificates or other evidences of ownership
in any such Registered Investment Company.
"Self-employed Individual" shall mean an individual whose personal
services are a material income-producing factor in the Business and who has
Earned Income from the Business (or would have had such Earned Income if
the Business had net profits) for the taxable year, including a partner or
a sole proprietor.
"Sponsor" shall mean Fidelity Management & Research Company, a
Massachusetts corporation, or its successor.
"Trust" shall mean the trust fund established under Section 13.1, and
"Trustee" shall mean the Trustee named in the Adoption Agreement or any
successor to such Trustee.
"Year of Service" shall mean a period of 12 consecutive months,
commencing on the date on which an individual first performs an Hour of
Service or on any anniversary thereof, during which he is credited with at
least 1,000 Hours of Service; except that in the case of an Employee who
returns to service with the Employer after having incurred a Break in
Service, the period of 12 consecutive months shall commence on the date on
which he
first performs an Hour of Service after the Break in Service, and each
anniversary thereof.
ARTICLE - PARTICIPATION
General Rule. Each Employee shall become a Participant on the first day
of the calendar month in which he first fulfills the age and service
requirements specified by the Employer in the Adoption Agreement. If the
Employer has specified that the number of Years of Service required for
eligibility shall not be interrupted, then an Employee who incurs a Break
in Service before completing the required number of Years of Service shall
not thereafter be credited with any Year of Service completed prior to the
Break in Service. If the Employer has specified that the number of Years
of Service required for eligibility may be interrupted, then an Employee
who incurs a Break in Service before completing the required number of
Years of Service shall continue to be credited with Years of Service
completed before the Break in Service. If the Employer has specified a
fractional part of a Year of Service, an Employee shall not be required to
complete any specified number of Hours of Service in order to receive
credit for a fractional part of a Year of Service.
In the event a Participant is no longer a member of an eligible class of
Employees and becomes ineligible to participate but has not incurred a
Break in Service, such Employee will participate immediately upon returning
to an eligible class of Employees. If such a Participant incurs a Break in
Service, eligibility will be determined under the Break in Service rules of
this Section 3.1. In the event an Employee who is not a member of an
eligible class of Employees becomes a member of an eligible class, such
Employee will participate immediately if such Employee has satisfied the
minimum age and service requirements and would have otherwise previously
become a Participant.
Special Rule for Former Participants. A former Participant whose
employment with the Employer terminates shall again become a Participant on
the day on which he first performs an Hour of Service for the Employer
after such termination.
Owner-Employee as Participant: Multiple Businesses. If the Plan
provides contributions or benefits for one or more Owner-Employees who
control both the Business and one or more other trades or businesses, the
Plan and the plans established with respect to such other trades or
businesses must, when looked at as a single plan, satisfy Sections 401(a)
and (d) of the Code with respect to the employees (which term shall include
an employee within the meaning of Section 401(c)(1) of the Code) of the
Employer and all such other trades or businesses. If this Plan provides
contributions or benefits for one or more Owner-Employees who control one
or more other trades or businesses, the employees of each such other trade
or business must be included in a plan which satisfies Sections 401(a) and
(d) of the Code and
which provides contributions and benefits not less favorable than those
provided for such Owner-Employees under this Plan.
If an individual is covered as an owner-employee under the plans of two or
more trades or businesses which are not controlled and the individual
controls a trade or business, then the contributions or benefits of the
employees under the plan of the trades or businesses which are controlled
must be as favorable as those provided for him under the most favorable
plan of the trade or business which is not controlled.
For purposes of this Section 3.3, an Owner-Employee, or two or more
Owner-Employees, shall be considered to control a trade or business if such
Owner-Employee, or such two or more Owner-Employees together:
own the entire interest in an unincorporated trade or business, or
in the case of a partnership, own more than 50 percent of either the
capital interest or the profits interest in such partnership.
For this purpose, an Owner-Employee or a group of Owner-Employees shall be
treated as owning any interest in a partnership which is owned, directly or
indirectly, by a partnership controlled by him or them within the meaning
of the preceding sentence.
Participation in Employer Contributions. The Employer's contribution to
the Plan for any Plan Year shall be allocated in accordance with Section
4.1 among the Employer Contribution Accounts of all Participants who are
active Employees on the last day of the Plan Year, or who are credited with
more than 500 Hours of Service during the Plan Year, or who left employment
during the Plan Year on account of death, total disability or attainment of
age 59? or older.
ARTICLE - CONTRIBUTIONS
Contributions By the Employer. Subject to the requirements and
limitations contained in this Article 4 and in Article 12, for each Plan
Year beginning with the Plan Year in which the Effective Date falls the
Employer shall make a contribution to the Trust in the amount determined
under the following rules.
Profit Sharing Plans. In the case of a profit sharing plan, the
contribution shall be a discretionary amount determined by the Employer,
not to exceed the amount deductible under Section 404 of the Code.
Contributions for any Plan Year shall be allocated as of the last day of
the Plan Year among the Employer Contribution Accounts of the Participants
in the ratio that each Participant's Earnings bears to the Earnings of all
Participants; provided, however, that if the Employer has selected in the
Adoption Agreement an allocation formula integrated with Social Security,
contributions shall instead be allocated in accordance with the following
formula:
Contributions shall first be allocated among the Accounts of Participants
in the ratio that each Participant's Earnings bears to the aggregate
Earnings of all Participants. The total amount allocated in this manner
shall be equal to at least 3% of all Participants' Earnings, or (if less)
the total amount of the Employer contribution. The amount allocated under
this paragraph (1) shall be designated the "Base Contribution Percentage."
Contributions shall next be allocated among the Accounts of Participants
in the ratio that each Participant's Earnings in excess of the taxable wage
base (that is, the amount which may be considered "wages" under Section
3121(a)(1) of the Internal Revenue Code) bears to the aggregate of such
Earnings of all Participants. The total amount to be allocated in this
manner shall not exceed the product of (i) all Participants' Earnings in
excess of the taxable wage base and (ii) the lesser of the Base
Contribution Percentage or 5.7% (or such other tax rate as may be in effect
for employer contributions to old age insurance under the Social Security
Act). Both the taxable wage base and the Social Security old age insurance
tax rate shall be those in effect on the first day of the Plan Year.
Contributions shall next be allocated among the Accounts of Participants
(whether or not they received an allocation under the preceding paragraph)
in the ratio that each Participant's Earnings bears to the aggregate
Earnings of all Participants.
Money Purchase Pension Plans. In the case of a money purchase pension
plan, the contribution to be made and allocated to the Employer
Contribution Account of each Participant shall be the amount specified in
the Adoption Agreement, but in no event more than the amount deductible
under Section 404 of the Code.
Paired Plans. An Employer that adopts paired Profit Sharing and Money
Purchase Pension plans using this basic plan document must specify in the
Adoption Agreement for one of the plans a contribution rate of no less than
3% of each Participant's Earnings. Only one of the paired plans may be
integrated with Social Security. Fidelity Profit Sharing Plan #001 may be
paired with Fidelity Money Purchase Pension Plan #002, and Fidelity Profit
Sharing Plan #003 may be paired with Fidelity Money Purchase Pension Plan
#004.
Time and Manner of Employer Contributions. Employer contributions for a
Plan Year shall be remitted to the Trustee not later than the due date
(including extensions) prescribed by law for filing the Employer's federal
income tax return for the fiscal
year coinciding with such Plan Year. Each contribution shall be
accompanied by written instructions specifying (i) the amount thereof which
constitutes an Employer contribution and the names of the Participants who
are entitled to participate in such contribution and (ii) the amount
thereof which constitutes Participants' contributions and the names of the
Participants by whom such contributions were made. If proper written
instructions are not received, the Trustee shall hold the contribution
unallocated, and invested in shares of the "money market" Registered
Investment Company specified in the Adoption Agreement, without liability
for rising security prices or distributions, pending receipt of written
instructions or clarification. Each such contribution shall also be
accompanied by investment instructions pursuant to Section 5.1. The
Trustee shall have no responsibility for determining the correctness of the
amount or timing of any contribution, or for the collection of any
contribution if the Employer should fail to make contributions as provided
in the Plan.
Vesting. A Participant's interest in his Accounts shall immediately
become and at all times remain fully vested and non-forfeitable.
Contributions By Participants. Participants may not make contributions
to the Plan. If the Plan is adopted as an amendment of an existing plan
that permitted employees to make nondeductible contributions for any Plan
Year beginning after December 31, 1986, such contributions in any such Plan
Year may not exceed the maximum allowed under the nondiscrimination test
contained in Code Section 401(m)(2). Any Plan that has accepted
nondeductible employee contributions must maintain Participant Contribution
Accounts so long as any amounts attributable to such contributions remain
in the Trust Fund.
Subject to Article 7, a Participant may at any time withdraw amounts
credited to his Participant Contribution Account by submitting to the
Trustee, through the Employer, a written request specifying the amount to
be withdrawn (which shall not be less than $100, unless the entire amount
credited is less than $100, in which case the entire amount credited must
be withdrawn). Payment of such withdrawals shall be made within 30 days of
the Trustee's receipt of such a request. Except to the extent that such
withdrawals are made, a Participant's Participant Contribution Account
shall be distributable at the same time and in the same manner as his
Employer Contribution Account.
ARTICLE - INVESTMENT OF CONTRIBUTIONS
Direction by Participant. Each Participant will determine the manner in
which contributions allocated to his Account are to be invested or
reinvested, by providing specific instructions in a form and manner
acceptable to the Trustee. An investment medium must be approved by the
Trustee in order to be available under the Plan. In the event that at any
time there
shall be credited to a Participant's Account cash for which no such
instructions have been furnished, or for which the instructions furnished
are unclear to the Trustee, or for which the instructions furnished would
require investment in a medium not approved by the Sponsor for use under
the Plan, such cash shall be invested in shares of the "money market"
Registered Investment Company designated in the Participant's initial
written investment instructions (or, if the Participant has never provided
written investment instructions, in the Adoption Agreement); provided,
however, that a balance of up to $100 of uninvested cash may be maintained
in a Participant's Account for administrative convenience. While any
balance remains in the Account of a deceased Participant, the beneficiary
of the deceased Participant (as determined in accordance with Section 6.2)
shall direct the investment of the Account as though the beneficiary were
the Participant. The Trustee shall have no duty to question the directions
of a Participant in the investment of his Account or to advise him
regarding the purchase, retention or sale of assets credited to his
Account, nor shall the Trustee be liable for any loss which results from
the Participant's exercise of control over his Account. The Trustee may
designate one or more corporations affiliated with the Trustee as its agent
or agents for the purpose of receiving Participants' investment
instructions.
Investments. Subject to such reasonable and nondiscriminatory rules,
limits and procedures as the Trustee or Employer may establish from time to
time to facilitate administration of the Plan, all contributions under the
Plan shall be invested and reinvested in one or more of the following, as
directed by the Participant:
Registered Investment Company Shares;
marketable securities obtainable over the counter or on a recognized
securities exchange or directly from a Registered Investment Company;
Insurance Contracts;
deposits bearing a reasonable rate of interest and maintained by the
Trustee or by any bank acceptable to the Trustee;
Life Insurance Policies meeting the terms and conditions of Article 9; or
any other investment medium permitted by the Trustee from time to time.
Any other provision hereof to the contrary notwithstanding, a Participant
may not direct that any part or all of an Account be invested in assets
other than Registered Investment Company Shares unless the aggregate amount
which the Participant (or following the death of the Participant, his
beneficiary) proposes to invest
in such assets is at least such amount as the Trustee shall establish from
time to time. The Trustee may require any Account which is invested in
assets other than Registered Investment Company Shares to maintain an
investment of not more than $500 in shares of the "money market" Registered
Investment Company designated by the Participant in his written investment
instructions, in order to provide a medium for investing available cash
pending other instructions and for convenience in collecting fees and
expenses from the Account.
Commissions and other costs attributable to the acquisition of an
investment shall be charged to the Account of the Participant for which
such investment is acquired. No charge shall be made for purchase or sale
of stock of a Registered Investment Company managed by Fidelity Management
& Research Company, other than the charges set forth in the most recent
prospectus of such Registered Investment Company.
A Participant may, by delivery of specific instructions, purchase an
option or direct that covered call options be written on securities held in
his Account. Such covered call instructions must specify the number and
identify of shares to which the option applies, the term of the option, and
the option price.
Any assets of the Plan may be held in the name of the Trustee or its
nominee or nominees, and any assets so held may be commingled with other
such assets registered in that name, whether or not held under similar
Trust Agreements or in any fiduciary capacity whatsoever; provided,
however, that the books of the Trustee shall at all times reflect the
identity of the beneficial owners of such assets.
The Trustee shall cause to be delivered to each Participant, at the
Employer's address, all notices, prospectuses, financial statements,
proxies and proxy soliciting materials relating to assets held in his
Account. The Trustee shall not vote or exercise any other rights with
respect to any assets held hereunder except in accordance with the written
instructions of the Participant for whose Account such assets are held.
Reinvestment of Earnings. Except as provided in Article 9, all
dividends, capital gains, income, interest and distributions of every
nature received in respect of the assets in a Participant's Account shall
be reinvested as follows:
a distribution of any nature received in respect of Registered Investment
Company Shares shall be reinvested in additional shares of that Registered
Investment Company;
any other distribution of any nature received in respect of assets in the
Account shall be invested as provided in Section 5.1.

Assets of the Plan shall be valued, at their fair market value, on each
December 31 and on such other dates as the Trustee considers necessary or
convenient. The income, gains, expenses and losses attributable to a
Participant's Account shall be credited or debited, as applicable, to his
Account alone.
ARTICLE - PAYMENT OF BENEFITS
Retirement or Termination Benefits. A Participant shall become entitled
to benefits under the Plan, in an amount equal to the combined credit
balance of his Accounts at the time of payment, when he (i) reaches age 59?
("Normal Retirement Age") or (ii) terminates his service with the Employer
(whether before or after he reaches Normal Retirement Age). Payment of
benefits to such a Participant must commence within 60 days after the end
of the Plan Year in which the Participant reaches Normal Retirement Age or
terminates his service with the Employer, whichever is later; provided,
however, that:
a Participant shall file a claim for benefits with the Employer,
specifying the manner of distribution in accordance with Section 6.3, and
the date on which payment is to commence; and
a Participant may elect to postpone the commencement of benefits to any
date which satisfies the requirements of this Article 6 and Article 7.
For purposes of this Section 6.1, the failure of a Participant (and his
spouse, if spousal consent is required pursuant to Article 7) to consent to
a distribution while a benefit is "immediately distributable" within the
meaning of Section 6.4 shall be considered an election to postpone the
commencement of payment.
Death Benefits; Designation of Beneficiary. Subject to Section 7.3, the
beneficiary of a deceased Participant who had received no distribution of
benefits before his death shall be entitled to benefits under the Plan, in
an amount equal to the combined credit balance of the deceased
Participant's Accounts at the time of payment, commencing within 60 days
after the end of the Plan Year in which the Participant dies; provided,
however, that:
a beneficiary shall file a claim for benefits with the Employer,
specifying the manner of distribution in accordance with Section 6.3, and
the date on which payment is to commence;
a beneficiary who is the surviving spouse of a deceased Participant may
elect to have benefits commence within the 90-day period following the date
of the Participant's death; and
a beneficiary may elect to postpone the commencement of benefits to any
date which satisfies the requirements of this Article 6, Article 7 and
Article 8.
In the case of a Participant who dies after having begun to receive a
distribution of benefits in installments under Section 6.3(b), distribution
of installments shall continue after his death to his beneficiary in
accordance with Section 8.5(a). In the case of a Participant who dies
after having received a distribution under Section 6.3(a), (c) or (d), no
death benefit shall be payable from the Plan.
A Participant may designate a beneficiary by completing and returning to
the Trustee a form provided for this purpose. The form most recently
completed and returned to the Trustee before the Participant's death shall
supersede any earlier form. If no form has been filed with the Trustee
before the death of a Participant, his beneficiary shall be the person(s)
designated in a form filed with the Plan Administrator before the
Participant's death and before March 1, 1990. If a Participant has not
designated any beneficiary by filing a form with the Trustee or the Plan
Administrator before his death, or if no beneficiary so designated survives
the Participant, his beneficiary shall be his surviving spouse, or if there
is no surviving spouse, his estate. A married Participant may designate a
beneficiary other than his spouse only if his spouse consents in writing to
the designation, and the spouse's consent acknowledges the effect of the
consent and is witnessed by a notary public or a representative of the
Plan. The preceding sentence shall apply to any change in the beneficiary
or beneficiaries named in a designation to which the spouse has consented,
unless the terms of the spouse's original written consent expressly permit
such a change, and acknowledge that the spouse voluntarily relinquishes the
right to limit the consent to a specific beneficiary. The marriage of a
Participant shall nullify any designation of a beneficiary previously
executed by the Participant. If it is established to the satisfaction of
the Plan Administrator that the Participant has no spouse or that the
spouse cannot be located, the requirement of spousal consent shall not
apply. Any spousal consent obtained pursuant to this Section 6.2, and any
decision of the Plan Administrator that the consent of a spouse cannot be
obtained, shall apply only with respect to the particular spouse involved.
Manner of Distribution. Subject to the rules of Article 7 concerning
joint and survivor annuities, benefits shall be distributed in one or more
of the following forms, as designated in writing by the Participant or
beneficiary:
a lump sum in cash or in kind;
a series of substantially equal annual (or more frequent) installments,
in cash or in kind, over a period that meets the requirements of Article 8;
a fixed or variable annuity contract, other than a life annuity contract,
purchased from an insurance company;
a life annuity contract (with or without a period certain or
guaranteed-refund feature) purchased from an insurance company.
If the Plan has been adopted as an amendment of an existing plan, any
other form of benefit available under that plan before its amendment shall
be made available under the Plan in accordance with paragraph (c) or (d) of
this Section 6.3 by the purchase from an insurance company of an annuity
contract providing for payment in the desired form. Subject to Article 7,
the Account balance of a Participant or beneficiary who fails to elect a
manner of distribution shall be distributed in cash in accordance with
paragraph (b) of this Section 6.3.
Restriction on Immediate Distributions. A Participant's Account balance
is considered "immediately distributable" if any part of the Account
balance could be distributed to the Participant (or his surviving spouse)
before the Participant attains, or would have attained if not deceased, age
62.
If the value of a Participant's Account balance derived from Employer and
Employee contributions exceeds (or at the time of any prior distribution
exceeded) $3,500, and the Account balance is immediately distributable, the
Participant and his spouse (or where either the Participant or the spouse
has died, the survivor) must consent to any such distribution, unless an
exception described in paragraph (b) applies. The consent of the
Participant and his spouse shall be obtained in writing within the 90-day
period ending on the annuity starting date, which is the first day of the
first period for which an amount is paid as an annuity (or any other form).
The Plan Administrator shall notify the Participant and the spouse, no less
than 30 days and no more than 90 days before the annuity starting date, of
the right to defer any distribution until the Participant's sixty-second
(62nd) birthday. Such notification shall include a general description of
the material features of the optional forms of benefit available under the
Plan and an explanation of their relative values, in a manner that would
satisfy the notice requirements of Section 417(a)(3) of the Code.
The following exceptions to paragraph (a) apply:
If the exception in Section 7.1(b) (for certain profit sharing plans)
applies with respect to the Participant, the spouse need not consent to the
distribution of an Account balance that is immediately distributable.
Only the Participant need consent to a distribution in the form of a
Qualified Joint and Survivor Annuity (as defined in Section 7.4(d)) while
the Account balance is immediately distributable.
Neither the Participant's nor the spouse's consent shall be required to
the extent that a distribution is required to satisfy Section 401(a)(9) or
Section 415 of the Code.
For purposes of determining the applicability of the foregoing consent
requirements to distributions made before the first day of the first Plan
Year beginning after December 31, 1988, a Participant's Account balance
shall not include amounts attributable to accumulated deductible employee
contributions within the meaning of section 72(o)(5)(B) of the Code.
Special Rules for Annuity Contracts. The following rules shall apply to
distributions made, in whole or in part, in the form of an annuity
contract:
Nontransferability. Any annuity contract distributed under the Plan must
be nontransferable.
Compatibility with Plan. The terms of any annuity contract purchased and
distributed by the Plan to a Participant shall comply with the requirements
of this Article 6, Article 7 and Article 8.
Insurance Contracts. No distribution in kind shall include an Insurance
Contract unless the mode of payment under the Insurance Contract meets the
requirements of this Section 6.5.
Distribution Procedure. The Trustee shall make or commence
distributions to or for the benefit of Participants only on receipt of a
written order from the Employer certifying that a distribution of a
Participant's benefits is payable pursuant to the Plan, and specifying the
time, manner and amount of payment. The Trustee shall be fully protected
in acting upon the written directions of the Employer in making benefit
distributions, and shall have no duty to determine the rights or benefits
of any person under the Plan or to inquire into the right or power of the
Employer to direct any such distribution. A beneficiary designation form
completed and filed in accordance with Section 6.2 shall be deemed a
written order of the Employer for purposes of this Section 6.6. The
Trustee shall be entitled to assume conclusively that any determination by
the Employer with respect to a distribution meets the requirements of the
Plan. The Trustee shall not be required to make any payment hereunder in
excess of the net realizable value of the assets of the Trust at the time
of
such payment, nor to make any payment in cash unless the Employer has
furnished written instructions as to the assets to be converted to cash for
the purposes of making payment.
Claims. A Participant or beneficiary who believes he is entitled to
benefits under the Plan shall complete and deliver to the Employer a
written claim for benefits on a form provided by the Employer. The
Employer shall respond to such a claim within 60 days either by
commencement of payment of benefits or by a written notice that the claim
has been denied, setting forth the reasons for the denial and citing
relevant provisions of the Plan, indicating if further information is
necessary or if the claimant must satisfy further conditions or
requirements to qualify for benefits, and describing the procedure for
appeal and review established by Section 6.8. A claimant who receives no
response within 90 days may consider his claim denied, and may proceed as
described in Section 6.8.
Appeal and Review. A Participant or beneficiary whose claim for
benefits has been denied, either by notice of denial or by passage of time,
may at any time within 90 days of such denial appeal the denial of his
claim by requesting review by the Employer. Such a request shall be in
writing and may be submitted by the claimant or his representative. The
claimant or his representative or both may also appear personally before
the Employer to submit issues and comments orally. The Employer shall
issue a decision within 60 days of receipt of a written request of for
review (unless special circumstances, such as need for a hearing, justify
delay, but in any event within 120 days of receipt of a written request for
review). Such a decision shall be in writing, and shall include specific
reasons for the decision, with reference to the provisions of the Plan upon
which the decision is based. The Employer's decision on review shall be
final and binding upon all parties.
ARTICLE - JOINT AND SURVIVOR ANNUITY REQUIREMENTS
Applicability.
Generally. The provisions of Sections 7.2 through 7.5 shall generally
apply to a Participant who is credited with at least one Hour of Service on
or after August 23, 1984, and such other Participants as provided in
Section 14.2.
Exception for Certain Profit Sharing Plans. The provisions of Sections
7.2 through 7.5 shall not apply to a Participant in a profit sharing plan
if: (i) the Participant does not elect payment of benefits in the form of
a life annuity, and (ii) on the death of the Participant, his Account
Balance will be paid to his surviving spouse (unless there is no surviving
spouse, or the surviving spouse has consented to the designation of another
Beneficiary in a manner conforming to a Qualified Election) and the
surviving
spouse may elect to have distribution of the Account Balance (adjusted in
accordance with Section 5.3 for gains or losses occurring after the
Participant's death) commence within the 90-day period following the date
of the Participant's death. (The provisions of Section 6.2 meet the
requirements of clause (ii) of the preceding sentence.) The Participant
may waive the spousal death benefit described in this paragraph (b) at any
time, provided that no such waiver shall be effective unless it satisfies
the conditions applicable under Section 7.4(c) to a Participant's waiver of
a Qualified Preretirement Survivor Annuity. The exception in this
paragraph (b) shall not be operative with respect to a Participant in a
profit sharing plan if the Plan:
Is a direct or indirect transferee of a defined benefit plan, money
purchase pension plan, target benefit plan, stock bonus plan, or profit
sharing plan which is subject to the survivor annuity requirements of
Sections 401(a)(11) and 417 of the Code; or
Is adopted as an amendment of a plan subject to the survivor annuity
requirements of Sections 401(a)(11) and 417 of the Code.
For purposes of this paragraph (b), Account Balance shall have the meaning
provided in Section 7.4(f). The provisions of Sections 7.2 through 7.5 set
forth the survivor annuity requirements of Sections 401(a)(11) and 417 of
the Code.
Exception for Certain Amounts. The provisions of Sections 7.2 through
7.5 shall not apply to any distribution made on or after the first day of
the first Plan Year beginning after December 31, 1988, from or under a
separate account attributable solely to accumulated deductible employee
contributions as defined in Section 72(o)(5)(B) of the Code, and maintained
on behalf of a Participant in a money purchase pension plan or a target
benefit plan, provided that the exceptions applicable to certain profit
sharing plans under paragraph (b) are applicable with respect to the
separate account (for this purpose, Account Balance means the Participant's
separate account balance attributable solely to accumulated deductible
employee contributions within the meaning of Section 72(o)(5)(B) of the
Code).
Qualified Joint and Survivor Annuity. Unless an optional form of
benefit is selected pursuant to a Qualified Election within the 90-day
period ending on the Annuity Starting Date, a married Participant's Account
Balance will be paid in the form of a Qualified Joint and Survivor Annuity
and an unmarried Participant's Account Balance will be paid in the form of
a life annuity. In either case, the Participant may elect to have such
an annuity distributed upon his attainment of the Earliest Retirement Age
under the Plan.
Qualified Preretirement Survivor Annuity. Unless an optional form of
benefit has been selected within the Election Period pursuant to a
Qualified Election, the Account Balance of a Participant who dies before
the Annuity Starting Date shall be applied toward the purchase of an
annuity for the life of his surviving spouse (a "Qualified Preretirement
Survivor Annuity"). The surviving spouse may elect to have such an annuity
distributed within a reasonable period after the Participant's death. For
purposes of this Article 7, the term "spouse" means the current spouse or
surviving spouse of a Participant, except that a former spouse will be
treated as the spouse or surviving spouse (and a current spouse will not be
treated as the spouse or surviving spouse) to the extent provided under a
qualified domestic relations order as described in Section 414(p) of the
Code.
Definitions. The following definitions apply:
Election Period means the period beginning on the first day of the Plan
Year in which a Participant attains age 35 and ending on the date of the
Participant's death. If a Participant separates from service before the
first day of the Plan Year in which he reaches age 35, the Election Period
with respect to his account balance as of the date of separation shall
begin on the date of separation.
Earliest Retirement Age means the earliest date on which the Participant
could elect to receive Retirement benefits under the Plan.
Qualified Election means a waiver of a Qualified Joint and Survivor
Annuity or a Qualified Preretirement Survivor Annuity. Any such waiver
shall not be effective unless: (1) the Participant's spouse consents in
writing to the waiver; (2) the waiver designates a specific Beneficiary,
including any class of beneficiaries or any contingent beneficiaries, which
may not be changed without spousal consent (unless the spouse's consent
expressly permits designations by the Participant without any further
spousal consent); (3) the spouse's consent acknowledges the effect of the
waiver; and (4) the spouse's consent is witnessed by a plan representative
or notary public. Additionally, a Participant's waiver of the Qualified
Joint and Survivor Annuity shall not be effective unless the waiver
designates a form of benefit payment which may not be changed without
spousal consent (unless the spouse's consent expressly permits designations
by the Participant without any further spousal consent). If it is
established to the satisfaction of a plan representative that there is no
spouse or that the spouse cannot be located, a waiver will be deemed a
Qualified Election. Any consent by a spouse obtained under these
provisions (and any establishment that the consent of a
spouse may not be obtained) shall be effective only with respect to the
particular spouse involved. A consent that permits designations by the
Participant without any requirement of further consent by the spouse must
acknowledge that the spouse has the right to limit the consent to a
specific Beneficiary and a specific form of benefit where applicable, and
that the spouse voluntarily elects to relinquish either or both of those
rights. A revocation of a prior waiver may be made by a Participant
without the consent of the spouse at any time before the commencement of
benefits. The number of revocations shall not be limited. No consent
obtained under this provision shall be valid unless the Participant has
received notice as provided in Section 7.5.
Qualified Joint and Survivor Annuity means an immediate annuity for the
life of a Participant, with a survivor annuity for the life of the spouse
which is not less than 50 percent and not more than 100 percent of the
amount of the annuity which is payable during the joint lives of the
Participant and the spouse, and which is the amount of benefit that can be
purchased with the Participant's Account Balance. The percentage of the
survivor annuity under the Plan shall be 50 percent.
Annuity Starting Date means the first day of the first period for which
an amount is paid as an annuity (or any other form).
Account Balance means the aggregate value of the Participant's Account
balance derived from Employer and Employee contributions (including
rollovers), including the proceeds of insurance contracts, if any, on the
Participant's life. The provisions of this Article 7 shall apply to a
Participant who is vested in amounts attributable to Employer
contributions, Employee contributions or both at the time of death or
distribution.
Notice Requirements. In the case of a Qualified Joint and Survivor
Annuity, no less than 30 days and no more than 90 days before a
Participant's Annuity Starting Date the Plan Administrator shall provide to
him a written explanation of (i) the terms and conditions of a Qualified
Joint and Survivor Annuity, (ii) the Participant's right to make, and the
effect of, an election to waive the Qualified Joint and Survivor Annuity
form of benefit, (iii) the rights of the Participant's spouse, and (iv) the
right to make, and the effect of, a revocation of a previous election to
waive the Qualified Joint and Survivor Annuity.
In the case of a Qualified Preretirement Survivor Annuity, within the
applicable period for a Participant the Plan Administrator shall provide to
him a written explanation of the Qualified Preretirement Survivor Annuity,
in terms and manner comparable to the requirements applicable to the
explanation of a
Qualified Joint and Survivor Annuity as described in the preceding
paragraph. The applicable period for a Participant is whichever of the
following periods ends last: (i) the period beginning with the first day of
the Plan Year in which the Participant attains age 32 and ending with the
close of the Plan Year preceding the Plan Year in which the Participant
attains age 35; (ii) a reasonable period ending after an individual becomes
a Participant; (iii) a reasonable period ending after this Article 7 first
applies to the Participant. Notwithstanding the foregoing, in the case of
a Participant who separates from service before attaining age 35, notice
must be provided within a reasonable period ending after his separation
from service.
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (i), (ii) and (iii) is the
end of the two-year period beginning one year before the date the
applicable event occurs, and ending one year after that date. In the case
of a Participant who separates from service before the Plan Year in which
he reaches age 35, notice shall be provided within the two-year period
beginning one year before the separation and ending one year after the
separation. If such a Participant thereafter returns to employment with
the Employer, the applicable period for the Participant shall be
redetermined.
A Participant who will not attain age 35 as of the end of a Plan Year may
make a special Qualified Election to waive the Qualified Preretirement
Survivor Annuity for the period beginning on the date of such election and
ending of the first day of the Plan Year in which the Participant will
attain age 35. Such election shall not be valid unless the Participant
receives a written explanation of the Qualified Preretirement Survivor
Annuity in such terms as are comparable to the explanation required under
this Section 7.5. Qualified Preretirement Survivor Annuity coverage will
be automatically reinstated as of the first day of the Plan Year in which
the Participant attains age 35. Any new waiver on or after such date shall
be subject to the full requirements of this article.
ARTICLE
Minimum Distribution Requirements
General Rules. Except as otherwise provided in Article 7, Joint and
Survivor Annuity Requirements, the requirements of this Article 8 shall
apply to any distribution of a Participant's interest and will take
precedence over any inconsistent provisions of the Plan. Unless otherwise
specified, the provisions of this Article 8 apply to calendar years
beginning after December 31, 1984. All distributions required under this
Article 8 shall be determined and made in accordance with the Income Tax
Regulations under Section 401(a)(9) of the Code, including the minimum
distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the
regulations.
Required Beginning Date. The entire interest of a Participant must be
distributed, or begin to be distributed, no later than the Participant's
required beginning date, determined as follows.
General Rule. The required beginning date of a Participant is the first
day of April of the calendar year following the calendar year in which the
Participant attains age 70 1/2.
Transitional Rules. The required beginning date of a Participant who
attains age 70 1/2 before January 1, 1988, shall be determined in
accordance with (1) or (2) below:
Non-5-percent owners. The required beginning date of a Participant who
is not a 5-percent owner is the first day of April of the calendar year
following the calendar year in which the later of his Retirement or his
attainment of age 70 1/2 occurs.
5-percent owners. The required beginning date of a Participant who is a
5-percent owner during any year beginning after December 31, 1979, is the
first day of April following the later of:
the calendar year in which the Participant attains age 70 1/2, or
the earlier of the calendar year with or within which ends the Plan
Year in which the Participant becomes a 5-percent owner, or the calendar
year in which the Participant retires.
The required beginning date of a Participant who is not a 5-percent owner,
who attains age 70 1/2 during 1988 and who has not retired as of January 1,
1989, is April 1, 1990.
Rules for 5-percent Owners. A Participant is treated as a 5-percent
owner for purposes of this Section 8.2 if he is a 5-percent owner as
defined in Section 416(i) of the Code (determined in accordance with
Section 416 but without regard to whether the Plan is top heavy) at any
time during the Plan Year ending with or within the calendar year in which
he attains age 66 1/2, or any subsequent Plan Year. Once distributions
have begun to a 5-percent owner under this Section 8.2, they must continue,
even if the Participant ceases to be a 5-percent owner in a subsequent
year.
Limits on Distribution Periods. As of the first Distribution Calendar
Year, distributions not made in a single sum
may be made only over one or a combination of the following periods:
the life of the Participant,
the life of the Participant and his Designated Beneficiary,
a period certain not extending beyond the Life Expectancy of the
Participant, or
a period certain not extending beyond the Joint and Last Survivor
Expectancy of the Participant and his Designated Beneficiary.
Designated Beneficiary means the individual who is designated under
Section 6.2 of the Plan as the beneficiary of a Participant, in accordance
with Section 401(a)(9) of the Code and the regulations thereunder.
Distribution Calendar Year means a calendar year for which a minimum
distribution is required under Section 401(a)(9) of the Code and this
Section 8.3. For distributions beginning before the Participant's death,
the first Distribution Calendar Year is the calendar year immediately
preceding the calendar year which contains the Participant's required
beginning date. For distributions beginning after the Participant's death,
the first Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to Section 8.5.
Life Expectancy and Joint and Last Survivor Expectancy are computed by use
of the expected return multiples in Tables V and VI of Section 1.72-9 of
the Income Tax Regulations. Unless otherwise elected by the Participant
(or his spouse, in the case of distributions described in Section 8.5(b))
by the time distributions are required to begin, Life Expectancies shall be
recalculated annually. Any such election shall be irrevocable as to the
Participant (or spouse) and shall apply to all subsequent years. The Life
Expectancy of a nonspouse beneficiary may not be recalculated.
Determination of Amount To Be Distributed Each Year. If the
Participant's interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the required
beginning date. Paragraphs (a) through (d) apply to distributions in forms
other than the purchase of an annuity contract.
If a Participant's Benefit is to be distributed over (1) a period not
extending beyond the Life Expectancy of the Participant or the Joint Life
and Last Survivor Expectancy of the Participant and his Designated
Beneficiary, or (2) a period not extending beyond the Life Expectancy of
the Designated Beneficiary, the amount required to be
distributed for each calendar year, beginning with distributions for the
first Distribution Calendar Year, must at least equal the quotient obtained
by dividing the Participant's Benefit by the Applicable Life Expectancy.
For calendar years beginning before January 1, 1989, if the Participant's
spouse is not the Designated Beneficiary, the method of distribution
selected must assure that at least 50 percent of the present value of the
amount available for distribution is paid within the Life Expectancy of the
Participant.
For calendar years beginning after December 31, 1988, the amount to be
distributed each year, beginning with distributions for the first
Distribution Calendar Year, shall not be less than the quotient obtained by
dividing the Participant's Benefit by the lesser of (1) the Applicable Life
Expectancy or (2) if the Participant's spouse is not the Designated
Beneficiary, the applicable divisor determined from the table set forth in
Q&A-4 of Section 1.401(a)(9)-2 of the Income Tax Regulations.
Distributions after the death of the Participant shall be distributed using
the Applicable Life Expectancy in paragraph (a) above as the relevant
divisor, without regard to Regulations Section 1.401(a)(9)-2.
The minimum distribution required for the Participant's first
Distribution Calendar Year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar
years, including the minimum distribution for the Distribution Calendar
Year in which the Employee's required beginning date occurs, must be made
on or before December 31 of that Distribution Calendar Year.
If the Participant's Benefit is distributed in the form of an annuity
contract purchased from an insurance company, distributions thereunder
shall be made in accordance with the requirements of Section 401(a)(9) of
the Code and the regulations thereunder.
Applicable Life Expectancy means the Life Expectancy (or Joint and Last
Survivor Expectancy) calculated using the attained age of the Participant
(or Designated Beneficiary) as of the Participant's (or Designated
Beneficiary's) birthday in the applicable calendar year, reduced by one for
each calendar year which has elapsed since the date Life Expectancy was
first calculated. If Life Expectancy is being recalculated, the Applicable
Life Expectancy shall be the Life Expectancy as so recalculated. The
applicable calendar year shall be the first Distribution Calendar Year, and
if Life Expectancy is being recalculated such succeeding calendar year. If
annuity payments commence in accordance with Section 8.4(e) before the
required beginning date, the applicable calendar year is the year such
payments commence. If distribution is in the form of an immediate
annuity purchased after the Participant's death with the Participant's
remaining interest in the Plan, the applicable calendar year is the year of
purchase.
Participant's Benefit means the account balance as of the last valuation
date in the calendar year immediately preceding the Distribution Calendar
Year (valuation calendar year), increased by the amount of any
contributions or Forfeitures allocated to the account balance as of dates
in the valuation calendar year after the valuation date and decreased by
distributions made in the valuation calendar year after the valuation date.
For purposes of the preceding sentence, if any portion of the minimum
distribution for the first Distribution Calendar Year is made in the second
Distribution Calendar Year on or before the required beginning date, the
amount of the minimum distribution made in the second Distribution Calendar
Year shall be treated as if it had been made in the immediately preceding
Distribution Calendar Year.
Death Distribution Provisions.
Distribution Beginning before Death. If the Participant dies after
distribution of his interest has begun, the remaining portion of his
interest will continue to be distributed at least as rapidly as under the
method of distribution being used before the Participant's death.
Distribution Beginning after Death. If the Participant dies before
distribution of his interest begins, distribution of his entire interest
shall be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death, except to the extent that an
election is made to receive distributions in accordance with (1) or (2)
below:
If any portion of the Participant's interest is payable to a Designated
Beneficiary, distributions may be made over the Designated Beneficiary's
life, or over a period certain not greater than the Life Expectancy of the
Designated Beneficiary, commencing on or before December 31 of the calendar
year immediately following the calendar year in which the Participant died;
or
If the Designated Beneficiary is the Participant's surviving spouse, the
date distributions are required to begin in accordance with (1) above shall
not be earlier than the later of (i) December 31 of the calendar year
immediately following the calendar year in which the Participant died, and
(ii) December 31 of the calendar year in which the Participant would have
attained age 70 1/2.
If the Participant has not made an election pursuant to this Section 8.5
by the time of his death, the Participant's Designated Beneficiary must
elect the method of distribution no later than the earlier of (i) December
31 of
the calendar year in which distributions would be required to begin under
this Section 8.5, or (ii) December 31 of the calendar year which contains
the fifth anniversary of the date of death of the Participant. If the
Participant has no Designated Beneficiary, or if the Designated Beneficiary
does not elect a method of distribution, distribution of the Participant's
entire interest must be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.
For purposes of paragraph (b), if the surviving spouse dies after the
Participant, but before payments to the spouse begin, the provisions of
paragraph (b), with the exception of subparagraph (2) therein, shall be
applied as if the surviving spouse were the Participant.
For purposes of this Section 8.5, any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving spouse
of the Participant if the amount becomes payable to the surviving spouse
when the child reaches the age of majority.
For the purposes of this Section 8.5, distribution of a Participant's
interest is considered to begin on the Participant's required beginning
date (or, if paragraph (c) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to paragraph (b) above).
If distribution in the form of an annuity contract described in Section
8.4(e) irrevocably commences to the Participant before the required
beginning date, the date distribution is considered to begin is the date
distribution actually commences.
ARTICLE - LIFE INSURANCE POLICIES
Purchase of Life Insurance Policies. Subject to such reasonable and
non-discriminatory rules, limits and procedures as the Trustee or Employer
may establish from time to time, a Participant may from time to time direct
the Trustee to apply amounts credited or to be credited to his Account to
the payment of premiums on one or more ordinary life insurance policies or
other insurance contracts containing a life insurance element and approved
by the Trustee for purchase under the Plan ("Life Insurance Policies");
provided that the Participant supplies such information and instructions
and submits to such examination as may be required, and provided further
that the Employer certifies to the Trustee that such direction will not
cause the total premiums paid from the Participant's Account to exceed the
following limitations:
No more than one-half (1/2) of the aggregate amount of Employer
contributions allocated to the Participant may be used to pay premiums on
Life Insurance Policies
providing for both non-decreasing death benefits and non-increasing
premiums; and
No more than one-fourth (1/4) of the aggregate amount of Employer
contributions allocated to the Participant may be used to pay premiums on
Life Insurance Policies other than those described in paragraph (a); and
The sum of one-half (1/2) of the premiums under paragraph (a) and all
other premiums paid may not exceed one fourth (1/4) of the aggregate
Employer contributions allocated to the Participant.
The Life Insurance Policies available to Participants hereunder shall be
nontransferable when held by anyone other than the Trustee, and shall be
limited to those permitted by the Trustee from time to time. Subject to
Article 7, a Life Insurance Policy held under the Plan shall be distributed
to the Participant upon commencement of benefits, or converted to cash or
an annuity to any extent necessary for compliance with Sections 6.3 and
8.5. Any dividends or credits on a Life Insurance Policy shall be
allocated to the Participant's Employer Contribution Account or Participant
Contribution Account, according to the source from which premiums are paid.
No loans may be made on Life Insurance Policies under the Plan.
The Trustee shall apply for and be the owner of any Life Insurance Policy
purchased under the terms of the Plan. The Life Insurance Policy must
provide that the proceeds will be payable to the Trustee; however, the
Trustee shall be required to pay over all proceeds of Life Insurance
Policies to the Participant's Designated Beneficiary in accordance with the
distribution provisions of Section 8.5 of the Plan. A Participant's spouse
will be the Designated Beneficiary in all circumstances unless a Qualified
Election has been made in accordance with Section 7.4(c) (or, in the case
of a Participant in a profit sharing plan to which the spousal annuity
rules of Article 7 do not apply, spousal consent to the designation of
another beneficiary has been obtained in accordance with Section 6.2).
Under no circumstances shall the Trust retain any part of the proceeds. In
case of any conflict between the provisions of a Life Insurance Policy and
the Plan, the provisions of the Plan shall control.
Distributions with Respect to Life Insurance Policies. Upon the death
of a Participant, any payments which are due or which may become due under
a Life Insurance Policy issued under the Plan shall be paid in accordance
with the terms of the Policy; provided, however, that:
to the extent (if any) that the terms of the Policy do not govern the
disposition of the proceeds, they shall be distributed to the same persons
or estates as are determined under Section 6.2 and the action taken
thereunder; and
the method of distribution under each Policy shall conform with the
provision governing the manner of distribution set out in Section 8.5.
Subject to Article 7, Joint and Survivor Annuity Requirements,
distributions with respect to a Life Insurance Policy other than as a
result of the death of a Participant or the termination of the Plan shall
commence as provided in Section 6.1, and the Life Insurance Policy shall
then be distributed to the Participant after converting it, if necessary,
so that it does not provide any options which do not conform to Section
6.5. The cash value of Life Insurance Policies purchased for a Participant
shall be treated as part of his Employer Contribution Account or
Participant Contribution Account, according to the source from which
premiums are paid. A Policy which cannot be distributed promptly after the
cessation of payment of premiums from Employer contributions shall be made
paid-up for whatever face amount its cash value will provide.
ARTICLE - AMENDMENT AND TERMINATION
Sponsor's Right to Amend. The Sponsor may amend any part of the
prototype form of this Plan by mailing written notice of such amendment to
the Employer; provided, however, that:
the Sponsor shall have no power to amend or terminate the Plan in such
manner as would cause or permit any part of the assets in the Trust to be
diverted to purposes other than for the exclusive benefit of Participants
and beneficiaries as described in Section 13.2, or as would cause or permit
any portion of such assets to revert to or become the property of the
Employer in violation of such Section;
the Sponsor shall not have the right to amend the Plan in a manner that
violates Section 10.3; and
the Sponsor shall have no power to amend the Plan in such a manner as
would increase the duties or liabilities of the Trustee unless the Trustee
consents thereto in writing.
Employer's Right to Amend. The Employer may at any time and from time
to time modify or amend this Plan in whole or in part (including
retroactive amendments), by delivering to the Trustee a written copy of
such amendment signed by the Employer; provided, however, that any such
amendment other than one described below (including an amendment designed
to allow the Plan to operate under a waiver of the minimum funding standard
pursuant to Section 412(d) of the Code) will constitute substitution by the
Employer of an individually designed plan for the approved Prototype Plan,
upon which event the Trustee named in the Adoption Agreement will resign
pursuant to Section 13.6:
a change of the Employer's prior choice of an optional provision
indicated on the Adoption Agreement;
the addition or modification of provisions stated in the Adoption
Agreement to allow the Plan to satisfy Section 415 of the Code, or to avoid
duplication of minimum benefits under Section 416 of the Code, because of
the required aggregation of multiple plans; or
the addition of certain model amendments published by the Internal
Revenue Service which specifically provide that their adoption will not
cause a plan to be treated as individually designed.
An election made by the Employer within the prototype form of the Plan
shall be deemed to continue after amendment of the prototype form by the
Sponsor and until the Employer expressly further amends the election by
execution of a written document acceptable in form to the Trustee and
delivered to the Trustee.
Certain Amendments Prohibited. No amendment to the Plan shall be
effective to the extent that it has the effect of reducing a Participant's
accrued benefit. An amendment shall be treated as reducing a Participant's
accrued benefit if it has the effect of reducing his Account balance
(except that a Participant's Account balance may be reduced to the extent
permitted by Section 412(c)(8) of the Code), or of eliminating the
availability of an optional form of benefit with respect to amounts
attributable to contributions made before the adoption of the amendment.
Termination of the Plan and Trust. The Employer may terminate the Plan,
or the Plan and the Trust, at any time by delivering to the Trustee a
written notice signed by or on behalf of the Employer and specifying the
date or dates as of which the Plan and Trust shall terminate.
Procedure Upon Termination of Trust. As soon as administratively
feasible after the stated date that the Plan terminates pursuant to Section
10.4, the Trustee shall, after paying all expenses of the Trust, allocating
any unallocated assets of the Trust Fund, and adjusting all Accounts to
reflect such expenses and allocations, distribute to Participants, former
Participants and beneficiaries the assets credited to their Accounts;
provided, however, that the Trustee shall not be required to make any such
distribution until it has received notice of any determination by the
Internal Revenue Service which the Trustee may reasonably require. Each
such distribution shall be made promptly in accordance with Section 6.3.
Upon completion of such distribution the Trustee shall be relieved from all
further liability with respect to all amounts so paid.
ARTICLE - MISCELLANEOUS
Status of Participants. Neither the establishment of the Plan and the
Trust or any modification thereof, nor the creation of any fund or account,
nor the payment of any benefits, shall be construed as giving to any
Participant or other person any legal or equitable right against the
Employer, the Trustee or a Life Insurance Company, except as provided
herein or by the terms of Life Insurance Policies, and in no event shall
the terms of employment of any Employee or Participant be modified or in
any way be affected hereby.
Administration and Enforcement. The Plan shall be administered by the
Employer, who shall be responsible for the operation of the Plan and Trust
Agreement in accordance with its terms. The Employer shall be the "Named
Fiduciary" and "Plan Administrator" for purposes of the Employee Retirement
Income Security Act of 1974; provided, however, that the Employer's
administrative powers and duties may be delegated to a committee
established for the purpose by the Employer, in which case the committee
shall be the "Named Fiduciary" and "Plan Administrator." From time to time
the Employer shall furnish to the Trustee a written instrument in a form
acceptable to the Trustee, specifying the person or persons authorized to
give instructions and directions on behalf of the Employer under the Plan,
and the Trustee shall be conclusively entitled to rely on the identity of
such person or persons as disclosed in the most recent such instrument.
The Employer shall have discretionary authority to determine all questions
arising out of the administration, interpretation and application of the
Plan, which determinations shall be conclusive and binding on all persons.
Transfers and Rollovers. Notwithstanding any other provision hereof,
with the consent of the Trustee the Employer may cause to be transferred to
the Plan all or any of the assets held in any other plan which satisfies
the applicable requirements of Section 401 of the Code, and which is
maintained by the Employer for the benefit of any of the Participants. Any
such assets so transferred shall be accompanied by written instructions
from the Employer, which shall be conclusive, naming the Participants for
whose benefit such assets have been transferred and showing separately the
respective contributions by the Employer and by the Participants and
identifying the assets attributable to the various contributions.
The Employer, with the consent of the Trustee, may permit an Employee
(whether or not a Participant) to transfer or cause to be transferred to
the Plan any assets held for his benefit in a qualified plan of a former
employer of his or in an individual retirement savings plan which has been
used by the Employee exclusively as a conduit for a prior distribution of
assets held for his benefit in a qualified plan of a former employer of
his. Such a transfer shall be made in the form of cash or property
permitted as an investment hereunder or readily marketable assets, either:
directly between the trustee or custodian of the prior employer's plan
and the Trustee, in which case the transferred assets shall be accompanied
by written instructions showing separately the respective contributions by
the prior employer and by the transferring Employee, and identifying the
assets attributable to the various contributions; or
by the Employee to the Trustee, in which case the assets transferred must
be accompanied by a written representation by the Employee that the assets
meet the requirements for rollover contributions set forth in Section
402(a)(5) and (6) or Section 408(d)(3) of the Code (whichever is
applicable).
The Trustee will not accept assets which are not either in a medium proper
for investment hereunder or in cash. It shall hold the assets for
investment in accordance with the provisions of Article 5, and shall in
accordance with the written instructions of the Employer make appropriate
credits to the Account(s) of the Employee(s) for whose benefit assets have
been transferred. Any amounts so credited as contributions previously made
by an employer or by an Employee under a transferor plan, as specified by
the Employer, shall be treated as contributions previously made under the
Plan by the Employer or by the Employee, as the case may be. For purposes
of Section 4.4 concerning withdrawal of voluntary contributions, voluntary
contributions made by an Employee under any other plan and transferred to
this Plan pursuant to paragraph (a) of this Section 11.3 shall be
considered contributions made to this Plan pursuant to Section 4.4.
Subject to the provisions of Article 13, the Employer may direct the
Trustee to transfer assets held in the Trust for the account of a former
Participant to the custodian or trustee of any other plan or plans
maintained by the employer of the former Participant for the benefit of the
former Participant, or to the custodian or trustee of an individual
retirement savings plan established by the former Participant, provided
that the Trustee has received evidence satisfactory to it that such other
plan meets all applicable requirements of the Code. The assets so
transferred shall be accompanied by written instructions from the Employer
naming the person for whose benefit such assets have been transferred,
showing separately the respective contributions by the Employer and by the
Participant, and identifying the assets attributable to the various
contributions. The Trustee shall have no further liabilities under the
terms of this Agreement with respect to assets so transferred.
Condition of Plan and Trust Agreement. It is a condition of this Plan
and Trust Agreement, and each Employee by participating herein expressly
agrees, that he shall look solely
to the assets of the Trust for the payment of any benefit under the Plan.
Inalienability of Benefits. The benefits provided hereunder shall not
be subject to alienation, pledge, use as security for a loan, assignment,
garnishment, attachment, execution or levy of any kind, and any attempt to
cause such benefits to be so subjected shall not be recognized; provided,
however, that the rule just stated shall not apply in the case of a
qualified domestic relations order, as defined in Section 414(p) of the
Code. A domestic relations order entered before January 1, 1985, will be
treated as a qualified domestic relations order if payment of benefits
pursuant to the order has commenced as of that date, and in the sole
discretion of the Employer as Plan Administrator, may be so treated if such
payment has not commenced, whether or not the order satisfies the
requirements of Section 414(p) of the Code.
Governing Law. This Plan shall be construed, administered and enforced
according to the laws of the Commonwealth of Massachusetts to the extent
not pre-empted by the laws of the United States of America (including the
Employee Retirement Income Security Act of 1974); any provision of this
Plan in conflict with applicable federal law shall survive to the extent
permitted by that law.
Merger or Consolidation of Plan. A merger or consolidation of the Plan
with, or transfer in whole or in part of the assets of the Plan to, any
other plan of deferred compensation may be consummated or made if, but only
if, the benefits to which each Participant would become entitled if the
merged, consolidated or transferee plan were terminated immediately after
such merger, consolidation or transfer are at least equal to the benefits
to which such Participant would have been entitled had the Plan been
terminated immediately prior to such merger, consolidation or transfer.
Failure of Qualification. If the Plan as maintained by the Employer
fails to attain or to maintain qualification under the Code, it shall be
considered an individually designed plan and no longer the Prototype Plan;
upon such event the Trustee named in the Adoption Agreement shall resign
pursuant to Section 13.6. An Employer who is not entitled to rely on the
opinion letter issued with respect to the Prototype Plan, as set forth in
the Adoption Agreement, shall promptly apply for a determination letter as
to the Plan, and shall promptly inform the Trustee of the outcome of such
application.
Leased Employees. Any leased employee within the meaning of Section
414(n) of the Code shall be treated as an employee of the recipient
employer; however, contributions or benefits provided by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer. The
preceding sentence shall not apply to any person who would otherwise be
considered a leased employee, if leased employees do not constitute more
than 20 percent of the recipient's nonhighly compensated workforce (as
defined by Code Section 414(n)(5)(C)(ii)), and such employee is covered by
a money purchase pension plan providing: (1) a nonintegrated employer
contribution rate of at least 10 percent of compensation (as defined in
Section 415(c)(3) of the Code, but including amounts contributed by the
employer pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Section 125, Section 402(a)(8), Section
402(h) or Section 403(b) of the Code), (2) immediate participation, and (3)
full and immediate vesting. The term "leased employee" means any person
(other than an employee of the Employer) who pursuant to an agreement
between the recipient and any other person ("leasing organization") has
performed services for the recipient (or for the recipient and related
persons determined in accordance with Section 414(n)(6) of the Code) on a
substantially full time basis for a period of at least one year, and such
services are of a type historically performed by employees in the business
field of the recipient employer.
Changes in Vesting Schedule. In the event that this Plan is adopted as
an amendment to an existing plan, the interest of any Participant shall
become fully vested and non-forfeitable as of the Effective Date.
ARTICLE - LIMITATIONS ON ALLOCATIONS
Definitions. For purposes of this Article 12, the following terms shall
have the meanings set forth below
"Annual additions": The sum of the following amounts credited to a
Participant's Account for the "limitation year":
Employer contributions; and
For any Plan Year beginning after December 31, 1986, Participant
contributions.
For this purpose, any "excess amount" applied under Section 12.2 or 12.3 in
the "limitation year" to reduce employer contributions will be considered
"annual additions" for such "limitation year."
Amounts allocated after March 31, 1984, to an individual medical account,
as defined in Section 415(1)(2) of the Code, which is part of a pension or
annuity plan maintained by the employer, are treated as "annual additions"
to a defined contribution plan. Also, amounts derived from contributions
paid or accrued after December 31, 1985, in taxable years ending after such
date, which are attributable to post-retirement medical benefits allocated
to the separate account of a key employee, as defined in Section 419A(d)(3)
of the Code, under a welfare benefit fund, as defined in Section 419(e) of
the Code, maintained by the
employer, are treated as "annual additions" to a defined contribution plan.
"Compensation": A Participant's earned income, wages, salaries, and fees
for professional services and other amounts received for personal services
actually rendered in the course of employment with the employer maintaining
the plan (including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips and bonuses), and excluding the
following:
(a) Employer contributions to a plan of deferred compensation which are
not includible in the employee's gross income for the taxable year in which
contributed, or employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the employee, or
any distributions from a plan of deferred compensation;
(b) Amounts realized from the exercise of a non-qualified stock option, or
when restricted stock (or property) held by the employee either becomes
freely transferable or is no longer subject to a substantial risk of
forfeiture;
(c) Amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and
(d) other amounts which received special tax benefits, or contributions
made by the employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity described in Section 403(b) of the Code
(whether or not the amounts are actually excludable from the gross income
of the employee).
For purposes of applying the limitations of this article, "compensation"
for a "limitation year" is the "compensation" actually paid or includible
in gross income during such year.
"Defined benefit fraction": A fraction, the numerator of which is the sum
of the Participant's "projected annual benefits" under all the defined
benefit plans (whether or not terminated) maintained by the employer, and
the denominator of which is the lesser of 125 percent of the dollar
limitation determined for the "limitation year" under Sections 415(b) and
(d) of the Code or 140 percent of the "highest average compensation,"
including any adjustments under Section 415(b) of the Code.
Notwithstanding the above, if the Participant was a participant as of the
first day of the first "limitation year" beginning after December 31, 1986,
in one or more defined benefit plans maintained by the employer which were
in existence on May 6,
1986, the denominator of this fraction will not be less than 125 percent of
the sum of the annual benefits under such plans which the Participant had
accrued as of the close of the last "limitation year" beginning before
January 1, 1987, disregarding any changes in the terms and conditions of
the plan after May 5, 1986. The preceding sentence applies only if the
defined benefit plans individually and in the aggregate satisfied the
requirements of Section 415 for all "limitation years" beginning before
January 1, 1987.
"Defined contribution dollar limitation": $30,000 or if greater,
one-fourth of the defined benefit dollar limitation set forth in Section
415(b)(1) of the Code as in effect for the "limitation year."
"Defined contribution fraction": A fraction, the numerator of which is
the sum of the "annual additions" to the Participant's account under all
the defined contribution plans (whether or not terminated) maintained by
the employer for the current and all prior "limitation years" (including
the "annual additions" attributable to the Participant's nondeductible
employee contributions to all defined benefit plans, whether or not
terminated, maintained by the employer, and the "annual additions," as
defined above, attributable to all welfare benefit funds, as defined in
Section 419(e) of the Code, and individual medical accounts, as defined in
Section 415(l)(2) of the Code, maintained by the employer), and the
denominator of which is the sum of the maximum aggregate amounts for the
current and all prior "limitation years" of service with the employer
(regardless of whether a defined contribution plan was maintained by the
employer). The maximum aggregate amount in any "limitation year" is the
lesser of 125 percent of the dollar limitation determined under Sections
415(b) and (d) of the Code in effect under Section 415(c)(1)(A) of the Code
or 35 percent of the Participant's "compensation" for such year.
If the employee was a participant as of the first day of the first
"limitation year" beginning after December 31, 1986, in one or more defined
contribution plans maintained by the employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of
this fraction and the defined benefit fraction would otherwise exceed 1.0
under the terms of this Plan. Under the adjustment, an amount equal to the
product of (1) the excess of the sum of the fractions over 1.0 times (2)
the denominator of this fraction, will be permanently subtracted from the
numerator of this fraction. The adjustment is calculated using the
fractions as they would be computed as of the end of the last "limitation
year" beginning before January 1, 1987, and disregarding any changes in the
terms and conditions of the plan made after May 5, 1986, but using the
Section 415 limitation applicable to the first "limitation year" beginning
on or after January 1, 1987.
The "annual addition" for any "limitation year" beginning before January
1, 1987, shall not be recomputed to treat all employee contributions as
"annual additions."
Employer: For purposes of this Article 12, "employer" shall mean the
employer that adopts this plan, and all members of a controlled group of
corporations (as defined in Section 414(b) of the Code as modified by
Section 415(h)), all commonly controlled trades or businesses (as defined
in Section 414(c) as modified by Section 415(h)) or affiliated service
groups (as defined in Section 414(m)) of which the adopting employer is a
part, and any other entity required to be aggregated with the employer
pursuant to Section 414(o) of the Code.
"Excess amount": The excess of the Participant's "annual additions" for
the "limitation year" over the "maximum permissible amount."
"Highest average compensation": The average compensation for the three
consecutive years of service with the employer that produces the highest
average. A year of service with the employer is the period of 12
consecutive months defined in Section 2.26.
"Limitation year": A calendar year, or the other period of 12 consecutive
months elected by the Employer in the Adoption Agreement. All qualified
plans maintained by the Employer must use the same "limitation year". If
the "limitation year" is amended to a different period of 12 consecutive
months, the new "limitation year" must begin on a date within the
"limitation year" in which the amendment is made.
"Master or prototype plan": A plan the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.
"Maximum permissible amount": The lesser of (a) the "defined contribution
dollar limitation" or (b) 25% of the Participant's "compensation" for the
"limitation year." The compensation limitation referred to in (b) shall
not apply to any contribution for medical benefits (within the meaning of
Section 401(h) or Section 419(A)(f)(2) of the Code) which is otherwise
treated as an "annual addition" under Section 415(l)(1) or Section
419A(d)(2) of the Code. If a short "limitation year" is created because of
an amendment changing the "limitation year", the "maximum permissible
amount" will not exceed the "defined contribution dollar limitation"
multiplied by a fraction of which the numerator is equal to the number of
months in the short "limitation year," and the denominator is 12.
"Projected annual benefit": The annual retirement benefit (adjusted to an
actuarially equivalent straight life annuity if such benefit is expressed
in a form other than a straight life annuity or qualified joint and
survivor annuity) to which the Participant would be entitled under the
terms of the plan assuming
(a) the Participant will continue employment until normal retirement age
under the plan (or current age, if later), and
(b) the Participant's "compensation" for the current "limitation year" and
all other relevant factors used to determine benefits under the plan will
remain constant for all future "limitation years".
Participation Only in This Plan. If the Participant does not
participate in, and has never participated in another qualified plan or a
welfare benefit fund, as defined in Section 419(e) of the Code, maintained
by the employer, or an individual medical account, as defined in Section
415(l)(2) of the Code, maintained by the employer, which provides an
"annual addition" the amount of "annual additions" which may be credited to
the Participant's Account for any "limitation year" will not exceed the
lesser of the "maximum permissible amount" or any other limitation
contained in this Plan. If the employer contribution that would otherwise
be contributed or allocated to the Participant's Account would cause the
"annual additions" for the "limitation year" to exceed the "maximum
permissible amount," the amount contributed or allocated will be reduced so
that the "annual additions" for the "limitation year" will equal the
"maximum permissible amount."
Prior to determining the Participant's actual "compensation" for the
"limitation year," the employer may determine the "maximum permissible
amount" for a Participant on the basis of a reasonable estimation of the
Participant's "compensation" for the "limitation year," uniformly
determined for all Participants similarly situated. As soon as is
administratively feasible after the end of the "limitation year," the
"maximum permissible amount" for the "limitation year" will be determined
on the basis of the Participant's actual "compensation" for the "limitation
year."
If pursuant to the last sentence of the preceding paragraph there is an
"excess amount," the excess will be disposed of as follows:
Any nondeductible voluntary employee contributions, to the extent they
would reduce the "excess amount," will be returned to the Participant;
If after the application of paragraph (a) an "excess amount" still
exists, and the Participant is covered by the Plan at the end of the
"limitation year," the "excess amount" in the Participant's Account will be
used to reduce employer contributions for such Participant in the next
"limitation year," and each succeeding "limitation year" if necessary;
If after the application of paragraph (a) an "excess amount" still
exists, and the Participant is not covered by the Plan at the end of the
"limitation year," the employer's contribution on behalf of the Participant
will be reduced to the extent necessary to eliminate the "excess amount;"
If a suspense account is in existence at any time during a "limitation
year" pursuant to this Section 12.2, it will participate in the allocation
of the Trust's investment gains and losses. If a suspense account is in
existence at any time during a particular "limitation year," all amounts in
the suspense account must be allocated and reallocated to Participants'
accounts before any Employer or any Employee contributions may be made to
the Plan for that "limitation year." Excess amounts may not be distributed
to Participants or former Participants.
Participation in Additional Prototype Defined Contribution Plan. This
Section 12.3 applies if, in addition to this Plan, the Participant is
covered under another qualified master or prototype defined contribution
plan or a welfare benefit fund, as defined in Section 419(e) of the Code,
maintained by the employer, or an individual medical account, as defined in
Section 415(l)(2) of the Code, maintained by the employer, which provides
an "annual addition" during any "limitation year." The "annual additions"
which may be credited to a Participant's account under this Plan for any
such "limitation year" will not exceed the "maximum permissible amount"
reduced by the "annual additions" credited to a Participant's Account under
the other plans and welfare benefit funds for the same "limitation year."
If the "annual additions" with respect to the Participant under other
defined contribution plans and welfare benefit funds maintained by the
employer are less than the "maximum permissible amount" and the employer
contribution that would otherwise be contributed or allocated to the
Participant's Account under this Plan would cause the "annual additions"
for the "limitation year" to exceed this limitation, the amount contributed
or allocated will be reduced so that the "annual additions" under all such
plans and funds for the "limitation year" will equal the "maximum
permissible amount." If the "annual additions" with respect to the
Participant under such other defined contribution plans and welfare benefit
funds in the aggregate are equal to or greater than the "maximum
permissible amount," no amount will be contributed or allocated to the
Participant's Account under this Plan for the "limitation year."
Prior to determining the Participant's actual "compensation" for the
"limitation year," the employer may determine the "maximum permissible
amount" for a Participant in the manner described in Section 12.2. As soon
as is administratively feasible after the end of the "limitation year," the
"maximum permissible amount" for the "limitation year" will be determined
on the basis of the Participant's actual "compensation" for the "limitation
year."
If, pursuant to the preceding paragraph, a Participant's "annual
additions" under this Plan and such other plans would result in an "excess
amount" for a "limitation year," the "excess amount" will be deemed to
consist of the "annual additions" last allocated, except that annual
additions attributable to a welfare benefit fund or individual medical
account will be deemed to have been allocated first regardless of the
actual allocation date.
If an "excess amount" was allocated to a Participant on an allocation date
of this Plan which coincides with an allocation date of another plan, the
"excess amount" attributed to this Plan will be the product of:
the total "excess amount" allocated as of such date, times
the ratio of (i) the "annual additions" allocated to the Participant for
the "limitation year" as of such date under this Plan to (ii) the total
"annual additions" allocated to the Participant for the "limitation year"
as of such date under this and all other qualified master or prototype
defined contribution plans.
Any "excess amount" attributed to this Plan will be disposed of in the
manner described in Section 12.2.
Participation in Other Defined Contribution Plans. If the Participant
is covered under another qualified defined contribution plan maintained by
the Employer which is not a "master or prototype plan," "annual additions"
which may be credited to the Participant's Account under this plan for any
"limitation year" will be limited in accordance with Section 12.3 as though
the other plan were a "master or prototype plan."
Participation in Defined Benefit Plan. If the Employer maintains, or at
any time maintained, a qualified defined benefit plan covering any
Participant in this Plan' the sum of the Participant's "defined benefit
plan fraction" and "defined contribution plan fraction" will not exceed 1.0
in any "limitation year." The "annual additions" which may be credited to
the Participant's Account under this Plan for any "limitation year" will be
limited in accordance with the method described by the Employer in the
Adoption Agreement, which shall preclude Employer discretion.
ARTICLE - RIGHTS AND DUTIES OF TRUSTEE
Establishment of Trust Fund. The Trustee shall accept and hold in the
Trust such contributions by or on behalf of Participants as it may receive
from time to time from the Employer, and shall open and maintain records of
contributions to and withdrawals from Participants' Accounts for such
individuals
as the Employer shall from time to time certify to it, by name and Social
Security number, as Participants in the Plan.
Exclusive Benefit. The Trustee shall hold the assets of the Trust Fund
for the exclusive purpose of providing benefits to Participants and
beneficiaries and defraying the reasonable expenses of administering the
Plan, and no such assets shall ever revert to the Employer except that:
contributions made by the Employer by mistake of fact may be returned to
the Employer within one (1) year of the date of payment,
contributions that are conditioned on the deductibility thereof under the
Code may be returned to the Employer within one (1) year of the
disallowance of the deduction,
contributions that are conditioned on the initial qualification of the
Plan under the Code may be returned to the Employer within one (1) year
after such qualification is denied by determination of the Internal Revenue
Service, but only if an application for determination of such qualification
is made within the time prescribed by law for filing the Employer's federal
income tax return for its taxable year in which the Plan is adopted, or
such later date as the Secretary of the Treasury may prescribe, and
amounts held in a suspense account may be returned to the Employer on
termination of the Plan, to the extent that they may not then be allocated
to any Participant's Account in accordance with Article 12.
All contributions under the Plan are hereby expressly conditioned on the
initial qualification of the Plan and their deductibility under the Code.
Reports of the Trustee and the Employer. Not later than 120 days after
the close of each Plan Year (or after the Trustee's resignation or removal
pursuant to Section 13.6) the Trustee shall furnish to the Employer a
written report containing such information as shall be reasonably necessary
to complete reports and disclosures required of the Employer pursuant to
the Employee Retirement Income Security Act of 1974, including, without
limitation, records of the transactions performed in connection with the
Plan during the period in question, and either a statement of the fair
market value of the assets of each Participant's Account as of the end of
the period, or information adequate to permit the Employer to compare such
value. Upon the expiration of 60 days following the date on which such a
report is furnished to the Employer, the Trustee shall be forever released
and discharged from all liability and accountability to anyone with respect
to its acts, transactions, duties, obligations or
responsibilities as shown in or reflected by such report, except with
respect to any such acts or transactions as to which the Employer shall
have filed written objections within such sixty-day period.
The Employer shall be responsible for the preparation and filing of such
reports and disclosures as may be required by the Employee Retirement
Income Security Act of 1974, and for providing notice to interested parties
as required by Section 7476 of the Code. The Employer shall also prepare
any return or report required as a result of liability incurred by the
account for tax on unrelated business taxable income, or windfall profits
tax, or any return or report necessary to preserve the availability of any
credit or deduction with respect thereto.
Fees and Expenses of the Trust. The Trustee shall be entitled to the
fees set forth in the forms provided for Participants' written investment
instructions or an addendum thereto, as amended from time to time, and to
reimbursement of all reasonable expenses incurred in the performance of its
duties. In the event of the failure of the Employer to pay agreed
compensation or to reimburse expenses, the same shall be paid from the
assets of the Trust.
To the extent incurred by the Trustee, any income, gift, estate and
inheritance taxes and other taxes of any kind whatsoever, including
transfer taxes incurred in connection with the investment or reinvestment
of the assets of the Trust, that may be levied or assessed in respect of
such assets, if allocable to specific Participants shall be charged to
their Accounts, and if not so allocable shall be charged proportionately to
all Participants' Accounts. All other administrative expenses incurred by
the Trustee in the performance of its duties, including fees for legal
services rendered to the Trustee, shall be charged proportionately to all
Accounts. All such fees and taxes and other administrative expenses
charged to a Participant's Account will be collected from the amount of any
contribution or distribution to be credited to such Account, or by selling
assets credited to such Account, and the Trustee is expressly authorized to
cause Registered Investment Company Shares to be redeemed, or other
securities to be sold, for the purpose of paying such amounts. The
Employer shall be responsible for payment of any deficiency.
Limitation of Duties and Liabilities. The Trustee shall not be
responsible in any way for the collection of contributions provided for
under the Plan, the purpose or propriety of any distribution made pursuant
to Section 6.6 or any other action or nonaction taken pursuant to the
request of the Employer, the Plan Administrator or a Participant; the
validity or effect of the Plan and Trust Agreement; the qualification of
the Plan or the Trust under the Code and the Employee Retirement Income
Security Act of 1974; or the examination of the Plan. The Employer and the
executor, administrator, or successor of the
Employer, as appropriate, shall at all times fully indemnify and save
harmless the Trustee, and its successors and assigns from any liability
arising from distributions so made or actions so taken, and from any and
all liability whatsoever which may arise in connection with this Agreement,
except liability arising from the gross negligence or willful misconduct of
the Trustee.
The Trustee shall not be under any duty to take any action other than as
herein specified with respect to the Trust, unless the Employer shall
furnish the Trustee with instructions in proper form and such instructions
shall have been specifically agreed to by the Trustee in writing, or to
defend or engage in any suit with respect to the Trust unless the Trustee
shall have first agreed in writing to do so and shall have been fully
indemnified to its satisfaction.
The Trustee and its agents may conclusively rely upon and shall be
protected in acting upon any written order from the Employer or any other
notice, request, consent, certificate or other instrument or paper believed
by it to be genuine and to have been properly executed, and, so long as it
acts in good faith, in taking or omitting to take any other action. The
Trustee may delegate to one or more corporations affiliated with the
Trustee the performance of record keeping and other ministerial services in
connection with the Plan, for a reasonable fee to be borne by the Trustee
and not by the Plan or the Trust. Any such agent's duties and
responsibilities shall be confined solely to the performance of such
services, and shall continue only for so long as the Trustee named in the
Adoption Agreement serves as Trustee. The Trustee shall not have any
liability with respect to money transferred to an Insurance Company
pursuant to the Plan, or be responsible for the validity of any Life
Insurance Policy.
Substitution, Resignation or Removal of Trustee. The Sponsor may at any
time appoint as a substitute for the Trustee named in the Adoption
Agreement another institution affiliated with the Sponsor that is a bank or
is qualified to act as a nonbank trustee in accordance with Section
1.401-12(n) of the Income Tax Regulations; provided that the Sponsor shall
notify the Employer in writing at least 30 days in advance of the effective
date of any such appointment.
The Trustee may resign at any time upon 30 days' notice in writing to the
Employer, and may be removed by the Employer at any time upon 30 days'
notice in writing to the Trustee. Upon resignation of the Trustee, the
Sponsor may propose a successor trustee, but the appointment of such a
successor shall be subject to the approval of the Employer. Upon removal
of the Trustee, the Employer shall appoint a successor Trustee, but in that
event the Plan shall be considered an individually designed plan for
purposes of Section 10.1. Upon receipt by the Trustee of written
acceptance of appointment by a substitute or successor trustee, the Trustee
shall transfer and pay over to such successor the assets of the Trust. The
Trustee is authorized, however, to
reserve such sum of money or property as it may deem advisable for payment
of all its fees, compensation, costs and expenses, or for payment of any
other liabilities constituting a charge on or against the assets of the
Trust or on or against the Trustee, with any balance of such reserve
remaining after the payment of all such items to be paid over to the
substitute or successor trustee. The Trustee shall not be liable for the
acts or omissions of any substitute or successor trustee. If within 90
days after the Trustee's resignation or removal the Employer has not
appointed a successor Trustee which has accepted such appointment, the
Trustee shall terminate the Trust pursuant to Section 10.4. The Trustee
named in the Adoption Agreement has accepted its appointment, and intends
to serve, only for so long as the Employer's plan is a Prototype Plan.
ARTICLE - TRANSITIONAL RULES
Applicability. The provisions of this Article 14 apply only to
Employers who maintained a qualified retirement plan prior to the adoption
of this Plan.
Joint and Survivor Annuity Rules. Any living Participant not receiving
benefits on August 23, 1984, who would otherwise not receive the benefits
prescribed by Sections 7.2 and 7.3, must be given the opportunity to elect
to have Article 7 apply, if such Participant is credited with at least one
Hour of Service under this Plan or a predecessor plan in a Plan Year
beginning on or after January 1, 1976, and such Participant had at least 10
Years of Service when he or she separated from service. Any living
Participant not receiving benefits on August 23, 1984, who was credited
with at least one Hour of Service under this Plan or a predecessor plan on
or after September 2, 1974, and who is not otherwise credited with any
service in a Plan Year beginning on or after January 1, 1976, must be given
the opportunity to have his or her benefits paid in accordance with this
Section 14.2. The respective opportunities to elect (as described in the
two preceding sentences) must be afforded to the appropriate Participants
during the period commencing on August 23, 1984, and ending on the date
benefits would otherwise commence to said Participants.
Any Participant who has elected pursuant to the second sentence of this
Section 14.2, and any Participant who does not elect under the first
sentence of this Section 14.2, or who meets the requirements of the first
sentence except that he does not have at least 10 Years of Service when he
separates from service, shall have his benefits distributed in accordance
with all of the following requirements, if benefits would have been payable
in the form of a life annuity:
Automatic joint and survivor annuity. If benefits in the form of a life
annuity become payable to a married Participant who:
begins to receive payments under the Plan on or after Normal Retirement
Age; or
dies on or after Normal Retirement Age while still working for the
Employer; or
begins to receive payments on or after the
qualified early retirement age; or
separates from service on or after attaining Normal Retirement Age (or
the qualified early retirement age) and after satisfying the eligibility
requirements for the payment of benefits under the Plan and thereafter dies
before beginning to receive such benefits;
then such benefits will be received under this Plan in the form of a
qualified joint and survivor annuity, unless the Participant has elected
otherwise during the election period. The election period must begin at
least six months before the Participant attains qualified early retirement
age and end not more than 90 days before the commencement of benefits. Any
election hereunder will be made in writing and may be changed
Application for
Plymouth Investments Defined Contribution
Retirement Plan and Trust Agreement
Plymouth Investments Money Purchase Pension Plan #008
To open your Money Purchase Pension Plan at Plymouth Investments, simply
fill out this Application and the Plan Contribution Form. If you have any
questions, or would like help in completing this Application, don't
hesitate to call National Financial Services Corporation toll-free at
1-800-544-6666. This Application may only be used with the above Plan and
Trust Agreement.
Please give us some information about your business.
Type of Business: Self-Employed Incorporated
Business Name
Business Address

(city) (state) (zip)
Business Phone
(day) (evening)
Employer Tax I.D. Number
Plan Year and Limitation Year (please check one):
Calendar Year Fiscal Year ending
If left blank, Calendar Year will be assigned. Please note that the
Effective Date of your Plan will be the first day of the Plan Year chosen
above, unless your Business was not yet established on that date, in which
case the Effective Date will be the date on which your Business was
established.
The Effective Date is:
month/day/year
Who is eligible to participate in the Plan?
Please indicate the requirements for an Employee to become a participant.
A. Length of Service (please check one).
Need not complete any waiting period.
Years of uninterrupted service must be completed (not more than
two years).
Total of years of accumulated service must be completed (not
more than two years).
B. Age Requirement.
years
(Cannot be more than 21. Unless you indicate otherwise, the age
requirement will be 21.)
Will all Employees need to meet these requirements?
(Please check one.)
Yes, all Employees must meet the requirements listed above.
No, anyone who is an Employee on the Effective Date, regardless of
whether he has completed the minimum service requirements above, will
participate immediately. All other Employees will need to complete the
requirements.
How much will you contribute each year to the loan?
% of each Participant's Earnings (note less than 3% or more than 25%)
(Note: if you maintain both National Financial Services Corporation Profit
Sharing Plan #007 and Money Purchase Pension Plan #008, total contributions
should not exceed 25%.)
Do you currently have or have you ever maintained another qualified plan?
If not, you may skip this section.
If you maintain or ever maintained another qualified defined contribution
plan (other than Plymouth Investments Profit Sharing Plan #007) or if you
maintain a welfare benefit fund (as defined in Section 419(e) of the Code)
or an individual medical account (as defined in Section 415(l)(2) of the
Code) under which amounts are treated as annual additions with respect to
any participant in this plan, contributions to this plan will be cut back
to avoid excess contributions. If you maintain or ever maintained a
defined benefit plan, you must indicate below how you will apportion
contributions so that total contributions (for all plans) do not exceed the
limits described in Section 11.3. You must do this in a way that acts
automatically without any further action by you. (See booklet for
details.)

Please sign below to adopt your Plan. Failure to fill out this Application
properly may cause your Plan to be disqualified. Please review the form
before signing it.
For Texas residents: pursuant to Section 10.6 of the Plymouth Investments
Defined Contribution Retirement Plan and Trust Agreement, this agreement is
governed by the laws of the Commonwealth of Massachusetts to the extent not
pre-empted by federal law.
The Employer named below hereby establishes or amends (Please
check one. See booklet for details.)

(Name of Business)
Money Purchase Pension Plan consisting of the Plan and Trust Agreement and
this Application as completed. The Employer appoints
as Trustee and agrees to the fees set forth in the Plan
Contribution Form, as amended from time to time. The Employer hereby
directs the Trustee to invest in Daily Money Fund-Money Market Portfolio
any funds of the Plan transmitted without complete investment instructions.
The Employer appoints as Broker for the Plan:

Dealer Name Branch No./Rep. No. and Name

Address Dealer No./Branch Office -
City and State

Address Telephone
If you have ever maintained or later adopt any other qualified plan
(including, a welfare benefit fund as defined in Section 419(e) of the
Internal Revenue Code, which provides post-retirement medical benefits
allocated to separate accounts for key employees, as defined in Section
419A(d)(3) of the Internal Revenue Code or an individual medical account,
as defined in Section 415(l)(2) of the Code) in addition to this plan
(other
than National Financial Services Corporation Money Purchase Pension Plan
#007) you will not be able to rely on the opinion letter issued by the
National Office of the Internal Revenue Service to the National Financial
Services Corporation Plans as evidence that your plan is qualified under
Section 401 of the Internal Revenue Code. You will need to file for your
own determination letter with the appropriate Key District Director of the
IRS if you wish to be sure that your plans are qualified.
This Application may be used only in conjunction with basic plan document
number 05, the National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement.
Signature of Employer

Name of person signing above (please print)
Date
Fidelity Management & Research Company, the sponsor of this prototype
plan, will inform you of all amendments it makes to the prototype plan, or
if it ever discontinues or abandons the prototype plan. You may contact
Fidelity Management & Research Company at:
Fidelity Management & Research
Company
c/o National Financial Services
Corporation
Fidelity Investments Southwest Company
P.O. Box 650224
Dallas, TX 75264-0224
Attention: Prototype Plans
Telephone: 1-800-544-6666
Application for
Plymouth Investments Defined Contribution
Retirement Plan and Trust Agreement
Plymouth Investments Profit Sharing Plan #007
To open your Profit Sharing Plan at Plymouth Investments, simply fill out
this Application and the Plan Contribution Form. If you have any
questions, or would like help in completing this Application, don't
hesitate to call National Financial Services Corporation toll-free at
1-800-544-6666. This Application may only be used with the above Plan and
Trust Agreement.
Please give us some information about your business.
Type of Business: Self-Employed Incorporated
Business Name
Business Address

(city) (state) (zip)
Business Phone
(day) (evening)
Employer Tax I.D. Number
Plan Year and Limitation Year (please check one):
Calendar Year Fiscal Year ending
If left blank, Calendar Year will be assigned. Please note that the
Effective Date of your Plan will be the first day of the Plan Year chosen
above, unless your Business was not yet established on that date, in which
case the Effective Date will be the date on which your Business was
established.
The Effective Date is:
month/day/year
Who is eligible to participate in the Plan?
Please indicate the requirements for an Employee to become a participant.
A. Length of Service (please check one).
Need not complete any waiting period.
Years of uninterrupted service must be completed (not more than
two years).
Total of years of accumulated service must be completed (not
more than two years).
B. Age Requirement.
years
(Cannot be more than 21. Unless you indicate otherwise, the age
requirement will be 21.)
Will all Employees need to meet these requirements?
(Please check one.)
Yes, all Employees must meet the requirements listed above.
No, anyone who is an Employee on the Effective Date, regardless of
whether he has completed the minimum service requirements above, will
participate immediately. All other Employees will need to complete the
requirements.
Do you currently have or have you ever maintained another qualified plan?
If not, you may skip this section.
If you maintain or ever maintained another qualified defined contribution
plan (other than Plymouth Investments Money Purchase Pension Plan #008) or
if you maintain a welfare benefit fund (as defined in Section 419(e) of the
Code) or an individual medical account (as defined in Section 415(l)(2) of
the Code) under which amounts are treated as annual additions with respect
to any participant in this plan, contributions to this plan will be cut
back to avoid excess contributions. If you maintain or ever maintained a
defined benefit plan, you must indicate below how you will apportion
contributions so that total contributions (for all plans) do not exceed the
limits described in Section 12.3. You must do this in a way that acts
automatically without any further action by you. (See booklet for
details.)

Please sign below to adopt your Plan. Failure to fill out this Application
properly may cause your Plan to be disqualified. Please review the form
before signing it.
For Texas residents: pursuant to Section 11.6 of the National Financial
Services Corporation Defined Contribution Retirement Plan and Trust
Agreement, this agreement is governed by the laws of the Commonwealth of
Massachusetts to the extent not pre-empted by federal law.
The Employer named below hereby establishes or amends (Please
check one. See booklet for details.)

(Name of Business)
Profit Sharing Plan consisting of the Plan and Trust Agreement and this
Application as completed. The Employer appoints
as Trustee and agrees to the fees set forth in the Plan Contribution
Form, as amended from time to time. The Employer hereby directs the
Trustee to invest in Fidelity Cash Reserves any funds of the Plan
transmitted without complete investment instructions. The Employer
appoints as Broker for the Plan:

Dealer Name Branch No./Rep. No. and Name

Address Dealer No./Branch Office -
City and State

Address Telephone
If you have ever maintained or later adopt any other qualified plan
(including, a welfare benefit fund as defined in Section 419(e) of the
Internal Revenue Code, which provides post-retirement medical benefits
allocated to separate accounts for key employees, as defined in Section
419A(d)(3) of the Internal Revenue Code or an individual medical account,
as defined in Section 415(l)(2) of the Code) in addition to this plan
(other than Plymouth Money Purchase Pension Plan #008) you will not be able
to rely on the opinion letter issued by the National Office of the Internal
Revenue Service to the National Financial Services Corporation Plans as
evidence that your plan is qualified under Section 401 of the Internal
Revenue Code. You will need to file for your own determination letter with
the appropriate Key District Director of the IRS if you wish to be sure
that your plans are qualified.
This Application may be used only in conjunction with basic plan document
number 05, the Plymouth Investments Defined Contribution Retirement Plan
and Trust Agreement.
Signature of Employer

Exhibit 15(a)
DISTRIBUTION AND SERVICE PLAN
of Fidelity Thrift Trust
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940 (the "Act") of the single
existing series of shares (the "Portfolio") of Fidelity Thrift Trust (the
"Fund").
2. The Fund has entered into a General Distribution Agreement with respect
to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management & Research
Company (the "Adviser"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for the
Portfolio's shares of beneficial interest ("shares"). Under the agreement,
the Distributor pays the expenses of printing and distributing any
prospectuses, reports and other literature used by the Distributor,
advertising, and other promotional activities in connection with the
offering of shares of the Portfolio for sale to the public. It is
understood that the Adviser may reimburse the Distributor for these
expenses from any source available to it, including management fees paid to
it by the Portfolio.
3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Portfolio, processing shareholder transactions and providing such other
shareholder services as the Fund may reasonably request.
4. The Portfolio will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized that
the Portfolio presently pays, and will continue to pay, a management fee to
the Adviser. To the extent that any payments made by the Portfolio to the
Adviser, including payment of management fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale
of shares of the Portfolio within the context of Rule 12b-1 under the Act,
then such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of Trustees who are not "interested persons"
of the Fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31, 1987, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Portfolio to finance any
activity primarily intended to result in the sale of shares of the
Portfolio, to increase materially the amount spent by the Portfolio for
distribution, or any amendment of the Management Contract to increase the
amount to be paid by the Portfolio thereunder shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Portfolio, and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence
in this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio.
8. During the existence of this Plan, the Fund shall require the Adviser
and/or Distributor to provide the Fund, for review by the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of shares of the Portfolio (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust, any obligations assumed by the
Portfolio pursuant to this Plan and any agreements related to this Plan
shall be limited in all cases to the Portfolio and its assets, and shall
not constitute obligations of any other series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.

Exhibit 15(b)
DISTRIBUTION AND SERVICE PLAN
of FIDELITY COMMONWEALTH TRUST:
Spartan Market Index
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940 (the "Act") of Spartan
Market Index (the "Portfolio"), a series of shares of Fidelity Commonwealth
Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement with respect
to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management & Research
Company (the "Adviser"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for the
Portfolio's shares of beneficial interest ("shares"). Under the agreement,
the Distributor pays the expenses of printing and distributing any
prospectuses, reports and other literature used by the Distributor,
advertising, and other promotional activities in connection with the
offering of shares of the Portfolio for sale to the public. It is
understood that the Adviser may reimburse the Distributor for these
expenses from any source available to it, including management fees paid to
it by the Portfolio.
3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Portfolio, processing shareholder transactions and providing such other
shareholder services as the Fund may reasonably request.
4. The Portfolio will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized that
the Portfolio presently pays, and will continue to pay, a management fee to
the Adviser. To the extent that any payments made by the Portfolio to the
Adviser, including payment of management fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale
of shares of the Portfolio within the context of Rule 12b-1 under the Act,
then such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of Trustees who are not "interested persons"
of the Fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31, 1990, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Portfolio to finance any
activity primarily intended to result in the sale of shares of the
Portfolio, to increase materially the amount spent by the Portfolio for
distribution, or any amendment of the Management Contract to increase the
amount to be paid by the Portfolio thereunder shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Portfolio, and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence
in this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio.
8. During the existence of this Plan, the Fund shall require the Adviser
and/or Distributor to provide the Fund, for review by the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of shares of the Portfolio (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust, any obligations assumed by the
Portfolio pursuant to this Plan and any agreements related to this Plan
shall be limited in all cases to the Portfolio and its assets, and shall
not constitute obligations of any other series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.

Exhibit 15(c)
DISTRIBUTION AND SERVICE PLAN
Fidelity Commonwealth Trust:
Fidelity Large Cap Stock Fund
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940 (the "Act") of Fidelity
Large Cap Stock Fund (the "Portfolio"), a series of shares of Fidelity
Commonwealth Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement with respect
to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management & Research
Company (the "Adviser"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for the
Portfolio's shares of beneficial interest ("shares"). Under the agreement,
the Distributor pays the expenses of printing and distributing any
prospectuses, reports and other literature used by the Distributor,
advertising, and other promotional activities in connection with the
offering of shares of the Portfolio for sale to the public. It is
understood that the Adviser may reimburse the Distributor for these
expenses from any source available to it, including management fees paid to
it by the Portfolio.
3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Portfolio, processing shareholder transactions and providing such other
shareholder services as the Fund may reasonably request.
4. The Portfolio will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized that
the Portfolio presently pays, and will continue to pay, a management fee to
the Adviser. To the extent that any payments made by the Portfolio to the
Adviser, including payment of management fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale
of shares of the Portfolio within the context of Rule 12b-1 under the Act,
then such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of Trustees who are not "interested persons"
of the Fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31,1995, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Portfolio to finance any
activity primarily intended to result in the sale of shares of the
Portfolio, to increase materially the amount spent by the Portfolio for
distribution, or any amendment of the Management Contract to increase the
amount to be paid by the Portfolio thereunder shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Portfolio, and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence
in this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio.
8. During the existence of this Plan, the Fund shall require the Adviser
and/or Distributor to provide the Fund, for review by the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of shares of the Portfolio (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust or other organizational document, any
obligations assumed by the Portfolio pursuant to this Plan and any
agreements related to this Plan shall be limited in all cases to the
Portfolio and its assets, and shall not constitute obligations of any other
series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.

<TABLE>
<CAPTION>
<S> <C>
Name: Fidelity Market Index FunA. Pay Date E. Original SharesI. CG Short M. Cap Gain Shares Q. Cap Gains
rec'd in Cash

Notes: Redemption fee on shares B. X-Date F. Total Value J. NAV N. Cap Gain Value R. Cost of
reinvest'd
Distributions

Load: C. Reinvest NAV G. Dividends K. Div Shares O. Total Value

Redempt 0.995 D. Monthend H. CG Long L. Dividend VaP. Divs rec'd in Cash

FiscYea30-Apr

A B C D E F G H I J K L M N O P Q R

1.00 06-Mar-90 400.000 10000.00 25.00

1.00 Mar-90 400.000 10080.00 25.20 0 0 0 0 10080 0 0 0

1.00 Apr-90 400.000 9832.00 24.58 0 0 0 0 9832 0 0 0

1.00 May-90 400.000 10828.00 27.07 0 0 0 0 10828 0 0 0

15-Jun 15-Jun 27.02 Jun-90 400.000 10680.00 0.20 26.70 3 78 0 0 10758 79 0 80

1.00 Jul-90 400.000 10648.00 26.62 3 78 0 0 10726 79 0 80

1.00 Aug-90 400.000 9684.00 24.21 3 71 0 0 9755 79 0 80

21-Sep 21-Sep 23.22 Sep-90 400.000 9132.00 0.20 22.83 6 145 0 0 9277 158 0 161

1.00 Oct-90 400.000 9100.00 22.75 6 144 0 0 9244 158 0 161

1.00 Nov-90 400.000 9688.00 24.22 6 153 0 0 9841 158 0 161

07-Dec 07-Dec 24.40 Dec-90 400.000 9844.00 0.25 24.61 10 257 0 0 10101 256 0 262

1.00 Jan-91 400.000 10280.00 25.70 10 268 0 0 10548 256 0 262

1.00 Feb-91 400.000 11016.00 27.54 10 288 0 0 11304 256 0 262

22-Mar 22-Mar 27.42 Mar-91 400.000 11196.00 0.20 27.99 13 375 0 0 11571 335 0 344

1.00 Apr-91 400.000 11224.00 28.06 13 376 0 0 11600 335 0 344

1.00 May-91 400.000 11704.00 29.26 13 392 0 0 12096 335 0 344

07-Jun 07-Jun 28.27 Jun-91 400.000 11072.00 0.20 0.02 0.01 27.68 16 450 0 12 11535 414 12 439

1.00 Jul-91 400.000 11592.00 28.98 16 472 0 13 12076 414 12 439

1.00 Aug-91 400.000 11860.00 29.65 16 482 0 13 12355 414 12 439

23-Sep 20-Sep 28.94 Sep-91 400.000 11584.00 0.20 28.96 19 553 0 13 12150 493 12 523

1.00 Oct-91 400.000 11736.00 29.34 19 561 0 13 12310 493 12 523

1.00 Nov-91 400.000 11260.00 28.15 19 538 0 12 11810 493 12 523

09-Dec 06-Dec 28.19 Dec-91 400.000 12428.00 0.23 0.02 0.02 31.07 22 699 1 32 13159 583 28 636

1.00 Jan-92 400.000 12196.00 30.49 22 686 1 32 12913 583 28 636

1.00 Feb-92 400.000 12348.00 30.87 22 694 1 32 13074 583 28 636

23-Mar 20-Mar 30.59 Mar-92 400.000 12024.00 0.20 30.06 25 758 1 31 12813 662 28 721

1.00 Apr-92 400.000 12376.00 30.94 25 780 1 32 13188 662 28 721

1.00 May-92 400.000 12432.00 31.08 25 784 1 32 13248 662 28 721

08-Jun 05-Jun 30.78 Jun-92 400.000 12168.00 0.20 30.42 28 850 1 31 13050 741 28 806

1.00 Jul-92 400.000 12660.00 31.65 28 884 1 33 13577 741 28 806

1.00 Aug-92 400.000 12400.00 31.00 28 866 1 32 13298 741 28 806

21-Sep 18-Sep 31.51 Sep-92 400.000 12464.00 0.20 31.16 31 954 1 32 13451 820 28 892

1.00 Oct-92 400.000 12500.00 31.25 31 957 1 32 13489 820 28 892

1.00 Nov-92 400.000 12920.00 32.30 31 989 1 33 13943 820 28 892

07-Dec 04-Dec 32.17 Dec-92 400.000 12996.00 0.21 32.49 33 1085 1 34 14115 902 28 982

1.00 Jan-93 400.000 13096.00 32.74 33 1094 1 34 14224 902 28 982

1.00 Feb-93 400.000 13272.00 33.18 33 1108 1 34 14415 902 28 982

22-Mar 19-Mar 33.57 Mar-93 400.000 13468.00 0.20 33.67 36 1211 1 35 14714 981 28 1069

1.00 Apr-93 400.000 13136.00 32.84 36 1181 1 34 14351 981 28 1069

1.00 May-93 400.000 13484.00 33.71 36 1212 1 35 14731 981 28 1069

07-Jun 04-Jun 33.33 Jun-93 400.000 13364.00 0.20 0.11 0.07 33.41 39 1288 3 113 14765 1060 100 1235

1.00 Jul-93 400.000 13304.00 33.26 39 1282 3 113 14699 1060 100 1235

1.00 Aug-93 400.000 13800.00 34.50 39 1330 3 117 15247 1060 100 1235

13-Sep 10-Sep 34.19 Sep-93 400.000 13612.00 0.20 34.03 41 1398 3 115 15126 1139 100 1324

1.00 Oct-93 400.000 13892.00 34.73 41 1427 3 118 15437 1139 100 1324

1.00 Nov-93 400.000 13756.00 34.39 41 1413 3 117 15286 1139 100 1324

06-Dec 03-Dec 34.42 Dec-93 400.000 13840.00 0.20 34.60 44 1510 3 117 15467 1217 100 1413

1.00 Jan-94 400.000 14304.00 35.76 44 1560 3 121 15986 1217 100 1413

1.00 Feb-94 400.000 13912.00 34.78 44 1518 3 118 15548 1217 100 1413

14-Mar 11-Mar 34.57 Mar-94 400.000 13224.00 0.20 33.06 46 1527 3 112 14863 1296 100 1502

1.00 Apr-94 400.000 13396.00 33.49 46 1547 3 114 15056 1296 100 1502

1.00 May-94 400.000 13612.00 34.03 46 1572 3 115 15299 1296 100 1502

06-Jun 03-Jun 34.11 Jun-94 400.000 13196.00 0.20 32.99 49 1609 3 112 14917 1375 100 1592

1.00 Jul-94 400.000 13628.00 34.07 49 1662 3 116 15406 1375 100 1592

1.00 Aug-94 400.000 14180.00 35.45 49 1729 3 120 16030 1375 100 1592

12-Sep 09-Sep 34.74 Sep-94 400.000 13752.00 0.20 34.38 51 1766 3 117 15634 1454 100 1682

1.00 Oct-94 400.000 14056.00 35.14 51 1805 3 119 15980 1454 100 1682

1.00 Nov-94 400.000 13540.00 33.85 51 1738 3 115 15393 1454 100 1682

05-Dec 02-Dec 33.64 Dec-94 400.000 13660.00 0.20 34.15 54 1845 3 116 15621 1532 100 1773

1.00 Jan-95 400.000 14012.00 35.03 54 1892 3 119 16023 1532 100 1773

1.00 Feb-95 400.000 14552.00 36.38 54 1965 3 123 16641 1532 100 1773

13-Mar 10-Mar 36.39 Mar-95 400.000 14892.00 0.20 37.23 57 2104 3 126 17122 1611 100 1865

1.00 Apr-95 400.000 15328.00 38.32 57 2165 3 130 17623 1611 100 1865

</TABLE>

ADJUSTED
Market Index F FACTOR NAV
05-Aug-94 1.017297 33.44
08-Aug-94 1.017297 33.50
09-Aug-94 1.017297 33.52
10-Aug-94 1.017297 33.70
11-Aug-94 1.017297 33.59
12-Aug-94 1.017297 33.82
15-Aug-94 1.017297 33.78
16-Aug-94 1.017297 34.06
17-Aug-94 1.017297 34.07
18-Aug-94 1.017297 33.92
19-Aug-94 1.017297 33.96
22-Aug-94 1.017297 33.87
23-Aug-94 1.017297 34.03
24-Aug-94 1.017297 34.37
25-Aug-94 1.017297 34.30
26-Aug-94 1.017297 34.72
29-Aug-94 1.017297 34.78
30-Aug-94 1.017297 34.89
31-Aug-94 1.017297 34.85
01-Sep-94 1.017297 34.69
02-Sep-94 1.017297 34.54
05-Sep-94 1.017297 NA
06-Sep-94 1.017297 34.60
07-Sep-94 1.017297 34.53
08-Sep-94 1.017297 34.70
09-Sep-94 1.011474 34.35
12-Sep-94 1.011474 34.21
13-Sep-94 1.011474 34.30
14-Sep-94 1.011474 34.40
15-Sep-94 1.011474 34.83
16-Sep-94 1.011474 34.57
19-Sep-94 1.011474 34.56
20-Sep-94 1.011474 34.01
21-Sep-94 1.011474 33.87
22-Sep-94 1.011474 33.85
23-Sep-94 1.011474 33.74
26-Sep-94 1.011474 33.85
27-Sep-94 1.011474 33.94
28-Sep-94 1.011474 34.14
29-Sep-94 1.011474 33.95
30-Sep-94 1.011474 33.99
03-Oct-94 1.011474 33.93
04-Oct-94 1.011474 33.42
05-Oct-94 1.011474 33.34
06-Oct-94 1.011474 33.25
07-Oct-94 1.011474 33.46
10-Oct-94 1.011474 33.74
11-Oct-94 1.011474 34.24
12-Oct-94 1.011474 34.22
13-Oct-94 1.011474 34.39
14-Oct-94 1.011474 34.47
17-Oct-94 1.011474 34.47
18-Oct-94 1.011474 34.38
19-Oct-94 1.011474 34.56
20-Oct-94 1.011474 34.32
21-Oct-94 1.011474 34.17
24-Oct-94 1.011474 33.88
25-Oct-94 1.011474 33.93
26-Oct-94 1.011474 34.02
27-Oct-94 1.011474 34.26
28-Oct-94 1.011474 34.84
31-Oct-94 1.011474 34.74
01-Nov-94 1.011474 34.46
02-Nov-94 1.011474 34.33
03-Nov-94 1.011474 34.43
04-Nov-94 1.011474 34.04
07-Nov-94 1.011474 34.11
08-Nov-94 1.011474 34.31
09-Nov-94 1.011474 34.29
10-Nov-94 1.011474 34.21
11-Nov-94 1.011474 34.06
14-Nov-94 1.011474 34.35
15-Nov-94 1.011474 34.27
16-Nov-94 1.011474 34.32
17-Nov-94 1.011474 34.17
18-Nov-94 1.011474 34.02
21-Nov-94 1.011474 33.78
22-Nov-94 1.011474 33.18
23-Nov-94 1.011474 33.18
24-Nov-94 1.011474 NA
25-Nov-94 1.011474 33.37
28-Nov-94 1.011474 33.51
29-Nov-94 1.011474 33.58
30-Nov-94 1.011474 33.47
01-Dec-94 1.011474 33.13
02-Dec-94 1.005496 33.46
05-Dec-94 1.005496 33.47
06-Dec-94 1.005496 33.45
07-Dec-94 1.005496 33.31
08-Dec-94 1.005496 32.88
09-Dec-94 1.005496 33.01
12-Dec-94 1.005496 33.19
13-Dec-94 1.005496 33.25
14-Dec-94 1.005496 33.61
15-Dec-94 1.005496 33.64
16-Dec-94 1.005496 33.89
19-Dec-94 1.005496 33.82
20-Dec-94 1.005496 33.76
21-Dec-94 1.005496 33.95
22-Dec-94 1.005496 33.95
23-Dec-94 1.005496 33.99
26-Dec-94 1.005496 NA
27-Dec-94 1.005496 34.19
28-Dec-94 1.005496 34.07
29-Dec-94 1.005496 34.09
30-Dec-94 1.005496 33.96
02-Jan-95 1.005496 NA
03-Jan-95 1.005496 33.94
04-Jan-95 1.005496 34.07
05-Jan-95 1.005496 34.05
06-Jan-95 1.005496 34.07
09-Jan-95 1.005496 34.09
10-Jan-95 1.005496 34.15
11-Jan-95 1.005496 34.15
12-Jan-95 1.005496 34.15
13-Jan-95 1.005496 34.48
16-Jan-95 1.005496 34.73
17-Jan-95 1.005496 34.77
18-Jan-95 1.005496 34.75
19-Jan-95 1.005496 34.54
20-Jan-95 1.005496 34.39
23-Jan-95 1.005496 34.47
24-Jan-95 1.005496 34.47
25-Jan-95 1.005496 34.60
26-Jan-95 1.005496 34.67
27-Jan-95 1.005496 34.82
30-Jan-95 1.005496 34.68
31-Jan-95 1.005496 34.84
01-Feb-95 1.005496 34.83
02-Feb-95 1.005496 35.02
03-Feb-95 1.005496 35.46
06-Feb-95 1.005496 35.65
07-Feb-95 1.005496 35.63
08-Feb-95 1.005496 35.66
09-Feb-95 1.005496 35.60
10-Feb-95 1.005496 35.69
13-Feb-95 1.005496 35.71
14-Feb-95 1.005496 35.79
15-Feb-95 1.005496 35.94
16-Feb-95 1.005496 35.98
17-Feb-95 1.005496 35.76
20-Feb-95 1.005496 NA
21-Feb-95 1.005496 35.81
22-Feb-95 1.005496 35.99
23-Feb-95 1.005496 36.14
24-Feb-95 1.005496 36.22
27-Feb-95 1.005496 35.91
28-Feb-95 1.005496 36.18
01-Mar-95 1.005496 36.06
02-Mar-95 1.005496 36.02
03-Mar-95 1.005496 36.05
06-Mar-95 1.005496 36.07
07-Mar-95 1.005496 35.81
08-Mar-95 1.005496 35.88
09-Mar-95 1.005496 35.90
10-Mar-95 1.000000 36.39
13-Mar-95 1.000000 36.42
14-Mar-95 1.000000 36.63
15-Mar-95 1.000000 36.56
16-Mar-95 1.000000 36.82
17-Mar-95 1.000000 36.83
20-Mar-95 1.000000 36.88
21-Mar-95 1.000000 36.80
22-Mar-95 1.000000 36.84
23-Mar-95 1.000000 36.86
24-Mar-95 1.000000 37.24
27-Mar-95 1.000000 37.42
28-Mar-95 1.000000 37.47
29-Mar-95 1.000000 37.41
30-Mar-95 1.000000 37.35
31-Mar-95 1.000000 37.23
03-Apr-95 1.000000 37.32
04-Apr-95 1.000000 37.58
05-Apr-95 1.000000 37.62
06-Apr-95 1.000000 37.66
07-Apr-95 1.000000 37.68
10-Apr-95 1.000000 37.72
11-Apr-95 1.000000 37.61
12-Apr-95 1.000000 37.74
13-Apr-95 1.000000 37.90
14-Apr-95 1.000000 NA
17-Apr-95 1.000000 37.67
18-Apr-95 1.000000 37.61
19-Apr-95 1.000000 37.57
20-Apr-95 1.000000 37.60
21-Apr-95 1.000000 37.84
24-Apr-95 1.000000 38.17
25-Apr-95 1.000000 38.12
26-Apr-95 1.000000 38.17
27-Apr-95 1.000000 38.23
28-Apr-95 1.000000 38.32

<ARTICLE> 6
<CIK> 0000205323
<NAME> Fidelity Commonwealth Trust
<SERIES>
<NUMBER> 11
<NAME> Fidelity Intermediate Bond Fund
<MULTIPLIER> 1,000

<S>
<C>
<PERIOD-TYPE> YEAR

<FISCAL-YEAR-END> apr-30-1995

<PERIOD-END> apr-30-1995

<INVESTMENTS-AT-COST> 2,436,203

<INVESTMENTS-AT-VALUE> 2,431,649

<RECEIVABLES> 33,973

<ASSETS-OTHER> 21,950

<OTHER-ITEMS-ASSETS> 0

<TOTAL-ASSETS> 2,487,572

<PAYABLE-FOR-SECURITIES> 540

<SENIOR-LONG-TERM-DEBT> 0

<OTHER-ITEMS-LIABILITIES> 24,395

<TOTAL-LIABILITIES> 24,935

<SENIOR-EQUITY> 0

<PAID-IN-CAPITAL-COMMON> 2,510,402

<SHARES-COMMON-STOCK> 245,586

<SHARES-COMMON-PRIOR> 174,208

<ACCUMULATED-NII-CURRENT> 0

<OVERDISTRIBUTION-NII> 12,959

<ACCUMULATED-NET-GAINS> (27,673)

<OVERDISTRIBUTION-GAINS> 0

<ACCUM-APPREC-OR-DEPREC> (7,133)

<NET-ASSETS> 2,462,637

<DIVIDEND-INCOME> 0

<INTEREST-INCOME> 146,016

<OTHER-INCOME> 0

<EXPENSES-NET> 14,128

<NET-INVESTMENT-INCOME> 131,888

<REALIZED-GAINS-CURRENT> (16,585)

<APPREC-INCREASE-CURRENT> 2,612

<NET-CHANGE-FROM-OPS> 117,915

<EQUALIZATION> 0

<DISTRIBUTIONS-OF-INCOME> 125,751

<DISTRIBUTIONS-OF-GAINS> 18,082

<DISTRIBUTIONS-OTHER> 3,993

<NUMBER-OF-SHARES-SOLD> 125,125

<NUMBER-OF-SHARES-REDEEMED> 67,751

<SHARES-REINVESTED> 14,003

<NET-CHANGE-IN-ASSETS> 680,826

<ACCUMULATED-NII-PRIOR> 0

<ACCUMULATED-GAINS-PRIOR> (7,413)

<OVERDISTRIB-NII-PRIOR> 4,522

<OVERDIST-NET-GAINS-PRIOR> 0

<GROSS-ADVISORY-FEES> 7,858

<INTEREST-EXPENSE> 0

<GROSS-EXPENSE> 14,128

<AVERAGE-NET-ASSETS> 2,089,015

<PER-SHARE-NAV-BEGIN> 10.230

<PER-SHARE-NII> .591

<PER-SHARE-GAIN-APPREC> (.074)

<PER-SHARE-DIVIDEND> .598

<PER-SHARE-DISTRIBUTIONS> .100

<RETURNS-OF-CAPITAL> .019

<PER-SHARE-NAV-END> 10.030

<EXPENSE-RATIO> 68

<AVG-DEBT-OUTSTANDING> 0

<AVG-DEBT-PER-SHARE> 0

<ARTICLE> 6
<CIK> 0000205323
<NAME> Fidelity Commonwealth Trust
<SERIES>
<NUMBER> 21
<NAME> Fidelity Market Index Fund
<MULTIPLIER> 1,000

<S>
<C>
<PERIOD-TYPE> YEAR

<FISCAL-YEAR-END> apr-30-1995

<PERIOD-END> apr-30-1995

<INVESTMENTS-AT-COST> 300,337

<INVESTMENTS-AT-VALUE> 390,121

<RECEIVABLES> 1,793

<ASSETS-OTHER> 1

<OTHER-ITEMS-ASSETS> 0

<TOTAL-ASSETS> 391,915

<PAYABLE-FOR-SECURITIES> 795

<SENIOR-LONG-TERM-DEBT> 0

<OTHER-ITEMS-LIABILITIES> 387

<TOTAL-LIABILITIES> 1,182

<SENIOR-EQUITY> 0

<PAID-IN-CAPITAL-COMMON> 298,591

<SHARES-COMMON-STOCK> 10,197

<SHARES-COMMON-PRIOR> 8,442

<ACCUMULATED-NII-CURRENT> 940

<OVERDISTRIBUTION-NII> 0

<ACCUMULATED-NET-GAINS> 1,152

<OVERDISTRIBUTION-GAINS> 0

<ACCUM-APPREC-OR-DEPREC> 90,050

<NET-ASSETS> 390,733

<DIVIDEND-INCOME> 8,457

<INTEREST-INCOME> 754

<OTHER-INCOME> 0

<EXPENSES-NET> 1,409

<NET-INVESTMENT-INCOME> 7,802

<REALIZED-GAINS-CURRENT> 2,849

<APPREC-INCREASE-CURRENT> 41,344

<NET-CHANGE-FROM-OPS> 51,995

<EQUALIZATION> 0

<DISTRIBUTIONS-OF-INCOME> 7,124

<DISTRIBUTIONS-OF-GAINS> 0

<DISTRIBUTIONS-OTHER> 0

<NUMBER-OF-SHARES-SOLD> 2,956

<NUMBER-OF-SHARES-REDEEMED> 1,392

<SHARES-REINVESTED> 191

<NET-CHANGE-IN-ASSETS> 108,031

<ACCUMULATED-NII-PRIOR> 332

<ACCUMULATED-GAINS-PRIOR> (1,770)

<OVERDISTRIB-NII-PRIOR> 0

<OVERDIST-NET-GAINS-PRIOR> 0

<GROSS-ADVISORY-FEES> 1,408

<INTEREST-EXPENSE> 0

<GROSS-EXPENSE> 1,409

<AVERAGE-NET-ASSETS> 312,719

<PER-SHARE-NAV-BEGIN> 33.490

<PER-SHARE-NII> .850

<PER-SHARE-GAIN-APPREC> 4.770

<PER-SHARE-DIVIDEND> .800

<PER-SHARE-DISTRIBUTIONS> 0

<RETURNS-OF-CAPITAL> 0

<PER-SHARE-NAV-END> 38.320

<EXPENSE-RATIO> 45

<AVG-DEBT-OUTSTANDING> 0

<AVG-DEBT-PER-SHARE> 0

<ARTICLE> 6
<CIK> 0000205323
<NAME> Fidelity Commonwealth Trust
<SERIES>
<NUMBER> 31
<NAME> Fidelity Small Cap Stock Fund
<MULTIPLIER> 1,000

<S>
<C>
<PERIOD-TYPE> YEAR

<FISCAL-YEAR-END> apr-30-1995

<PERIOD-END> apr-30-1995

<INVESTMENTS-AT-COST> 539,527

<INVESTMENTS-AT-VALUE> 598,860

<RECEIVABLES> 22,215

<ASSETS-OTHER> 0

<OTHER-ITEMS-ASSETS> 0

<TOTAL-ASSETS> 621,075

<PAYABLE-FOR-SECURITIES> 48,318

<SENIOR-LONG-TERM-DEBT> 0

<OTHER-ITEMS-LIABILITIES> 10,021

<TOTAL-LIABILITIES> 58,339

<SENIOR-EQUITY> 0

<PAID-IN-CAPITAL-COMMON> 526,652

<SHARES-COMMON-STOCK> 51,501

<SHARES-COMMON-PRIOR> 62,394

<ACCUMULATED-NII-CURRENT> 1,909

<OVERDISTRIBUTION-NII> 0

<ACCUMULATED-NET-GAINS> (25,158)

<OVERDISTRIBUTION-GAINS> 0

<ACCUM-APPREC-OR-DEPREC> 59,333

<NET-ASSETS> 562,736

<DIVIDEND-INCOME> 2,613

<INTEREST-INCOME> 5,760

<OTHER-INCOME> 0

<EXPENSES-NET> 5,784

<NET-INVESTMENT-INCOME> 2,589

<REALIZED-GAINS-CURRENT> (8,048)

<APPREC-INCREASE-CURRENT> 21,292

<NET-CHANGE-FROM-OPS> 15,833

<EQUALIZATION> 0

<DISTRIBUTIONS-OF-INCOME> 623

<DISTRIBUTIONS-OF-GAINS> 0

<DISTRIBUTIONS-OTHER> 0

<NUMBER-OF-SHARES-SOLD> 53,721

<NUMBER-OF-SHARES-REDEEMED> 64,674

<SHARES-REINVESTED> 61

<NET-CHANGE-IN-ASSETS> (99,068)

<ACCUMULATED-NII-PRIOR> 3

<ACCUMULATED-GAINS-PRIOR> (17,170)

<OVERDISTRIB-NII-PRIOR> 0

<OVERDIST-NET-GAINS-PRIOR> 0

<GROSS-ADVISORY-FEES> 3,576

<INTEREST-EXPENSE> 0

<GROSS-EXPENSE> 6,179

<AVERAGE-NET-ASSETS> 640,239

<PER-SHARE-NAV-BEGIN> 10.610

<PER-SHARE-NII> .050

<PER-SHARE-GAIN-APPREC> .280

<PER-SHARE-DIVIDEND> .010

<PER-SHARE-DISTRIBUTIONS> 0

<RETURNS-OF-CAPITAL> 0

<PER-SHARE-NAV-END> 10.930

<EXPENSE-RATIO> 90

<AVG-DEBT-OUTSTANDING> 0

<AVG-DEBT-PER-SHARE> 0