FIDELITY SELECT PORTFOLIOS, PRE 14A, 1998-02-06

FIDELITY SELECT PORTFOLIOS
PRE 14A, 1998-02-06

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]

FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

Check the appropriate box:

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[X] PRELIMINARY PROXY STATEMENT

[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

[ ] DEFINITIVE PROXY STATEMENT

[ ] DEFINITIVE ADDITIONAL MATERIALS

[ ] SOLICITING MATERIAL PURSUANT TO SEC. 240.14A-11(C) OR SEC. 240.14A-12

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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FIDELITY SELECT PORTFOLIOS

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NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE
REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
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[X] NO FEE REQUIRED.

[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.

(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH

TRANSACTION APPLIES:

(2) AGGREGATE NUMBER OF SECURITIES TO WHICH

TRANSACTION APPLIES:

(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION

COMPUTED PURSUANT TO EXCHANGE ACT RULE 0-11:

(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:

(5) TOTAL FEE PAID:
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[ ] FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.

[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE 0-11(A) (2)

AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID PREVIOUSLY. IDENTIFY THE

PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF

ITS FILING.

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(1) AMOUNT PREVIOUSLY PAID:

(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:

(3) FILING PARTY:

(4) DATE FILED:

FIDELITY SELECT PORTFOLIOS(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of FIDELITY SELECT PORTFOLIOS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Select Portfolios (the trust), will be held at
the office of the trust, 82 Devonshire Street, Boston, Massachusetts
02109 on May 13, 1998 at 10:00 a.m. The purpose of the Meeting is to
consider and act upon the following proposals, and to transact such
other business as may properly come before the Meeting or any
adjournments thereof. Medical Equipment and Systems Portfolio is not
included in the Meeting since there are no shareholders on the record
date. As used herein, "equity funds" refers to all other funds of the
trust except Money Market Portfolio (the "money market fund").
1. To elect a Board of Trustees.
2. To ratify the selection of Price Waterhouse LLP as independent
accountants of the funds.
3. To authorize the Trustees to adopt an amended and restated
Declaration of Trust.
4. To approve an amended management contract for each of the equity
funds (except Cyclical Industries Portfolio, Natural Resources
Portfolio, and Business Services and Outsourcing Portfolio).
5. To approve an amended management contract for the money market
fund.
6. To approve a sub-advisory agreement with FMR U.K. for American
Gold Portfolio.
7. To approve a sub-advisory agreement with FMR Far East for American
Gold Portfolio.
8(a)To make the funds' current fundamental 80% investment policies
non-fundamental (Money Market Portfolio and each of the equity funds
except American Gold Portfolio, Cyclical Industries Portfolio, Natural
Resources Portfolio, and Business Services and Outsourcing Portfolio).
8(b)To make the funds' current fundamental 50% "principally engaged
in" policies non-fundamental and to approve changes to the policies
(each of the equity funds except American Gold Portfolio, Cyclical
Industries Portfolio, Natural Resources Portfolio, and Business
Services and Outsourcing Portfolio).
9(a)To make American Gold Portfolio's current fundamental
80%investment policy non-fundamental and to approve changes to the
policy.
9(b)To make American Gold Portfolio's current fundamental 50%
"principally engaged in" policy non-fundamental and to approve changes
to the policy.
10. To make the current fundamental 15% "principally engaged in"
policy for Brokerage and Investment Management Portfolio and Financial
Services Portfolio non-fundamental.
11. To amend the fundamental investment limitations concerning
diversification
for Financial Services Portfolio, Home Finance Portfolio, Regional
Banks Portfolio, and Money Market Portfolio.
The Board of Trustees has fixed the close of business on March 16,
1998 as the record date for the determination of the shareholders of
each of the funds entitled to notice of, and to vote at, such Meeting
and any adjournments thereof.

By order of the Board of Trustees,
ERIC D. ROITER, Secretary
March 16, 1998
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.

SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN
IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE
ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card. For
example:
REGISTRATION VALID SIGNATURE

A. 1) ABC CORP. JOHN SMITH, TREASURER

2) ABC CORP. JOHN SMITH, TREASURER

C/O JOHN SMITH, TREASURER

B. 1) ABC CORP. PROFIT SHARING PLAN ANN B. COLLINS,
TRUSTEE

2) ABC TRUST ANN B. COLLINS,
TRUSTEE

3) ANN B. COLLINS, TRUSTEE ANN B. COLLINS,
TRUSTEE

U/T/D 12/28/78

C. 1) ANTHONY B. CRAFT, CUST. ANTHONY B. CRAFT

F/B/O ANTHONY B. CRAFT, JR.

UGMA

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY SELECT PORTFOLIOS
TO BE HELD ON MAY 13, 1998
This Proxy Statement is furnished in connection with a solicitation
of proxies made by, and on behalf of, the Board of Trustees of
Fidelity Select Portfolios (the trust) to be used at the Special
Meeting of Shareholders of the trust and at any adjournments thereof
(the Meeting), to be held on May 13, 1998 at 10:00 a.m. at 82
Devonshire Street, Boston, Massachusetts 02109, the principal
executive office of the trust and Fidelity Management & Research
Company (FMR), the funds' investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about March 16, 1998.
Supplementary solicitations may be made by mail, telephone, telegraph,
facsimile, electronic means or by personal interview by
representatives of the trust. In addition, Management Information
Services Corp. (MIS) and D.F. King & Co., Inc. may be paid on a
per-call basis to solicit shareholders on behalf of the funds at an
anticipated cost of approximately $______ (Air Transportation
Portfolio), $______ (American Gold Portfolio), $______ (Automotive
Portfolio), $______ (Biotechnology Portfolio), $______ (Brokerage and
Investment Management Portfolio), $______ (Business Services and
Outsourcing Portfolio), $______ (Chemicals Portfolio), $______
(Computers Portfolio), $______ (Construction and Housing Portfolio),
$______ (Consumer Industries Portfolio), $______ (Cyclical Industries
Portfolio), $______ (Defense and Aerospace Portfolio), $______
(Developing Communications Portfolio), $______ (Electronics
Portfolio), $______ (Energy Portfolio), $______ (Energy Service
Portfolio), $______ (Environmental Services Portfolio), $______
(Financial Services Portfolio), $______ (Food and Agriculture
Portfolio), $______ (Health Care Portfolio), $______ (Home Finance
Portfolio), $______ (Industrial Equipment Portfolio), $______
(Industrial Materials Portfolio), $______ (Insurance Portfolio),
$______ (Leisure Portfolio), $______ (Medical Delivery Portfolio),
$______ (Multimedia Portfolio), $______ (Natural Gas Portfolio),
$______ (Natural Resources Portfolio), $______ (Paper and Forest
Products Portfolio), $______ (Precious Metals and Minerals Portfolio),
$______ (Regional Banks Portfolio), $______ (Retailing Portfolio),
$______ (Software and Computer Services Portfolio), $______
(Technology Portfolio), $______ (Telecommunications Portfolio),
$______ (Transportation Portfolio), $______ (Utilities Growth
Portfolio), and $____ (Money Market Portfolio), respectively. The
expenses in connection with preparing this Proxy Statement and its
enclosures and of all solicitations will be paid by the funds,
provided the expenses do not exceed each fund's expense cap of 2.50%.
Expenses exceeding each fund's expense cap will be paid by FMR. The
funds will reimburse brokerage firms and others for their reasonable
expenses in forwarding solicitation material to the beneficial owners
of shares. The principal business address of Fidelity Distributors
Corporation (FDC), the funds' principal underwriter and distribution
agent, and Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and
Fidelity Management & Research (Far East) Inc. (FMR Far East),
subadvisers to the equity funds (except American Gold Portfolio), is
82 Devonshire Street, Boston, Massachusetts 02109. The principal
business address of Fidelity Investments Money Management, Inc. (FIMM)
(the successor to FMR Texas Inc.), subadviser to the money market
fund, is Contra Way, Merrimack, New Hampshire 03054.
If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, or by attending the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which
are not revoked, will be voted at the Meeting. Shares represented by
such proxies will be voted in accordance with the instructions
thereon. If no specification is made on a proxy card, it will be voted
FOR the matters specified on the proxy card. Only proxies that are
voted will be counted towards establishing a quorum. Broker non-votes
are not considered voted for this purpose. Shareholders should note
that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the Meeting will occur
only if a sufficient number of votes are cast FOR the proposal.
Accordingly, votes to ABSTAIN and votes AGAINST will have the same
effect in determining whether the proposal is approved.
The funds may also arrange to have votes recorded by telephone. D.F.
King & Co., Inc. may be paid on a per call basis for vote-by-phone
solicitations on behalf of the funds at an anticipated cost of
approximately $______ (Air Transportation Portfolio), $______
(American Gold Portfolio), $______ (Automotive Portfolio), $______
(Biotechnology Portfolio), $______ (Brokerage and Investment
Management Portfolio), $______ (Business Services and Outsourcing
Portfolio), $______ (Chemicals Portfolio), $______ (Computers
Portfolio), $______ (Construction and Housing Portfolio), $______
(Consumer Industries Portfolio), $______ (Cyclical Industries
Portfolio), $______ (Defense and Aerospace Portfolio), $______
(Developing Communications Portfolio), $______ (Electronics
Portfolio), $______ (Energy Portfolio), $______ (Energy Service
Portfolio), $______ (Environmental Services Portfolio), $______
(Financial Services Portfolio), $______ (Food and Agriculture
Portfolio), $______ (Health Care Portfolio), $______ (Home Finance
Portfolio), $______ (Industrial Equipment Portfolio), $______
(Industrial Materials Portfolio), $______ (Insurance Portfolio),
$______ (Leisure Portfolio), $______ (Medical Delivery Portfolio),
$______ (Multimedia Portfolio), $______ (Natural Gas Portfolio),
$______ (Natural Resources Portfolio), $______ (Paper and Forest
Products Portfolio), $______ (Precious Metals and Minerals Portfolio),
$______ (Regional Banks Portfolio), $______ (Retailing Portfolio),
$______ (Software and Computer Services Portfolio), $______
(Technology Portfolio), $______ (Telecommunications Portfolio),
$______ (Transportation Portfolio), $______ (Utilities Growth
Portfolio), and $____ (Money Market Portfolio), respectively. The
expenses in connection with telephone voting will be paid by the
funds, provided the expenses do not exceed each fund's expense cap of
2.50%. Expenses exceeding each fund's expense cap will be paid by FMR.
If the funds record votes by telephone, they will use procedures
designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance
with their instructions, and to confirm that their instructions have
been properly recorded. Proxies voted by telephone may be revoked at
any time before they are voted in the same manner that proxies voted
by mail may be revoked.
If a quorum is not present at the Meeting, or if a quorum is present
at the Meeting but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as proxy agents may propose
one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of
a majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as
proxy agents will vote FOR the proposed adjournment all shares that
they are entitled to vote with respect to each item, unless directed
to vote AGAINST the item, in which case such shares will be voted
AGAINST the proposed adjournment with respect to that item. A
shareholder vote may be taken on one or more of the items in this
Proxy Statement prior to such adjournment if sufficient votes have
been received and it is otherwise appropriate.
The following tables summarize the proposals applicable to each fund.

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PROPOSAL # PROPOSAL DESCRIPTION APPLICABLE FUND(S)

1. TO ELECT AS TRUSTEES THE 12 ALL
NOMINEES PRESENTED IN PROPOSAL
1.

2. TO RATIFY THE SELECTION OF PRICE ALL
WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUNDS.

3. TO AUTHORIZE THE TRUSTEES TO ALL
ADOPT AN AMENDED AND RESTATED
DECLARATION OF TRUST.

4. TO APPROVE AN AMENDED ALL EQUITY FUNDS EXCEPT
MANAGEMENT CONTRACT FOR THE CYCLICAL INDUSTRIES PORTFOLIO,
FUND THAT WOULD REDUCE THE NATURAL RESOURCES PORTFOLIO,
MANAGEMENT FEE PAYABLE TO AND BUSINESS SERVICES AND
FMR BY THE FUND AS FMR'S OUTSOURCING PORTFOLIO
ASSETS UNDER MANAGEMENT
INCREASE.

5. TO APPROVE AN AMENDED MONEY MARKET PORTFOLIO
MANAGEMENT CONTRACT FOR THE
FUND THAT WOULD REDUCE THE
MANAGEMENT FEE PAYABLE TO
FMR BY THE FUND AS FMR'S
ASSETS UNDER MANAGEMENT
INCREASE.

6. TO APPROVE A SUB-ADVISORY AMERICAN GOLD PORTFOLIO
AGREEMENT WITH FMR U.K. TO
PROVIDE INVESTMENT ADVICE AND
RESEARCH SERVICES OR INVESTMENT
MANAGEMENT SERVICES.

7. TO APPROVE A SUB-ADVISORY AMERICAN GOLD PORTFOLIO
AGREEMENT WITH FMR FAR EAST TO
PROVIDE INVESTMENT ADVICE AND
RESEARCH SERVICES OR INVESTMENT
MANAGEMENT SERVICES.

8(A TO MAKE THE CURRENT ALL EQUITY FUNDS EXCEPT
). FUNDAMENTAL 80% INVESTMENT AMERICAN GOLD PORTFOLIO,
POLICY NON-FUNDAMENTAL. CYCLICAL INDUSTRIES PORTFOLIO,
NATURAL RESOURCES PORTFOLIO,
AND BUSINESS SERVICES AND
OUTSOURCING PORTFOLIO, AND
MONEY MARKET PORTFOLIO

8(B TO MAKE THE CURRENT ALL EQUITY FUNDS EXCEPT
). FUNDAMENTAL 50% "PRINCIPALLY AMERICAN GOLD PORTFOLIO,
ENGAGED IN" POLICY CYCLICAL INDUSTRIES PORTFOLIO,
NON-FUNDAMENTAL AND TO APPROVE NATURAL RESOURCES PORTFOLIO,
CHANGES TO THE POLICY. AND BUSINESS SERVICES AND
OUTSOURCING PORTFOLIO

9(A TO MAKE THE CURRENT AMERICAN GOLD PORTFOLIO
). FUNDAMENTAL 80% INVESTMENT
POLICY NON-FUNDAMENTAL AND TO
APPROVE CHANGES TO THE POLICY.

9(B TO MAKE THE CURRENT AMERICAN GOLD PORTFOLIO
). FUNDAMENTAL 50% "PRINCIPALLY
ENGAGED IN" POLICY
NON-FUNDAMENTAL AND TO APPROVE
CHANGES TO THE POLICY.

10. TO MAKE THE CURRENT BROKERAGE AND INVESTMENT
FUNDAMENTAL 15% "PRINCIPALLY MANAGEMENT PORTFOLIO AND
ENGAGED IN" POLICY FINANCIAL SERVICES PORTFOLIO
NON-FUNDAMENTAL.

11. TO AMEND THE FUNDAMENTAL FINANCIAL SERVICES PORTFOLIO,
INVESTMENT LIMITATIONS HOME FINANCE PORTFOLIO,
CONCERNING DIVERSIFICATION. REGIONAL BANKS PORTFOLIO, AND
MONEY MARKET PORTFOLIO

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Shares of each fund of the trust issued and outstanding as of January
31, 1998 are indicated in the following table:
Air Transportation Portfolio
American Gold Portfolio
Automotive Portfolio
Biotechnology Portfolio
Brokerage and Investment Management Portfolio
Business Services and Outsourcing Portfolio*
Chemicals Portfolio
Computers Portfolio
Construction and Housing Portfolio
Consumer Industries Portfolio
Cyclical Industries Portfolio
Defense and Aerospace Portfolio
Developing Communications Portfolio
Electronics Portfolio
Energy Portfolio
Energy Service Portfolio
Environmental Services Portfolio
Financial Services Portfolio
Food and Agriculture Portfolio
Health Care Portfolio
Home Finance Portfolio
Industrial Equipment Portfolio
Industrial Materials Portfolio
Insurance Portfolio
Leisure Portfolio
Medical Delivery Portfolio
Medical Equipment and Systems Portfolio*
Multimedia Portfolio
Natural Gas Portfolio
Natural Resources Portfolio
Paper and Forest Products Portfolio
Precious Metals and Minerals Portfolio
Regional Banks Portfolio
Retailing Portfolio
Software and Computer Services Portfolio
Technology Portfolio
Telecommunications Portfolio
Transportation Portfolio
Utilities Growth Portfolio
Money Market Portfolio
* Business Services and Outsourcing Portfolio commenced operations on
______, 1998. Medical Equipment and Systems Portfolio is expected to
commence operations later in 1998.
[INSERT BENEFICIAL OWNERSHIP LANGUAGE:]

As of January 31, 1998, the nominees and officers of the trust owned,
in the aggregate, less than ___% of each fund's outstanding shares.

To the knowledge of the trust, substantial (5% or more) record or
beneficial ownership of each fund on January 31, 1998 was as follows:

Shareholders of record at the close of business on March 16, 1998 will
be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each dollar of net asset value held on that
date.
FOR A FREE COPY OF THE FUNDS' ANNUAL REPORT FOR THE FISCAL YEAR ENDED
FEBRUARY 28, 1997 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD
ENDED AUGUST 31, 1997 CALL 1-800-544-8888 OR WRITE TO FIDELITY
DISTRIBUTORS CORPORATION AT 82 DEVONSHIRE STREET, BOSTON,
MASSACHUSETTS 02109.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSAL 1 AND A MAJORITY OF ALL VOTES OF THE
APPROPRIATE FUND CAST AT THE MEETING IS SUFFICIENT TO APPROVE PROPOSAL
2. APPROVAL OF PROPOSAL 3 REQUIRES THE AFFIRMATIVE VOTE OF A
"MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE ENTIRE TRUST.
APPROVAL OF PROPOSALS 4 THROUGH 11 REQUIRES THE AFFIRMATIVE VOTE OF A
"MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE APPROPRIATE
FUNDS. UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT), THE
VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS THE
AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE VOTING
SECURITIES PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE
HOLDERS OF MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES ARE
PRESENT OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES. BROKER NON-VOTES ARE NOT CONSIDERED
"PRESENT" FOR THIS PURPOSE.
1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of the
Trust. Pursuant to the provisions of the Declaration of Trust of
Fidelity Select Portfolios, the Trustees have determined that the
number of Trustees shall be fixed at twelve. It is intended that the
enclosed proxy card will be voted for the election as Trustees of the
twelve nominees listed below, unless such authority has been withheld
in the proxy card.
All nominees named below are currently Trustees of Fidelity Select
Portfolios and have served in that capacity continuously since
originally elected or appointed. Messrs. McCoy, Gates, and Pozen were
selected by the trust's Nominating and Administration Committee (see
page 17) and were appointed to the Board in January 1997, March 1997,
and August 1997, respectively. None of the nominees are related to one
another. Those nominees indicated by an asterisk (*) are "interested
persons" of the trust by virtue of, among other things, their
affiliation with either the trust, the funds' investment adviser (FMR,
or the Adviser), or the funds' distribution agent, FDC. The business
address of each nominee who is an "interested person" is 82 Devonshire
Street, Boston, Massachusetts 02109, and the business address of all
other nominees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Except for Robert M. Gates, William O.
McCoy, and Robert C. Pozen, each of the nominees is currently a
Trustee or General Partner, as the case may be, of ___ registered
investment companies (trusts or partnerships) advised by FMR. Mr.
Gates, Mr. McCoy and Mr. Pozen each are currently a Trustee or General
Partner, as the case may be, of ___ registered investment companies
(trusts or partnerships) advised by FMR.
In the election of Trustees, those twelve nominees receiving the
highest number of votes cast at the Meeting, providing a quorum is
present, shall be elected.
[CAPTION]
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NOMINEE PRINCIPAL OCCUPATION ** YEAR OF
(AGE) ELECTION OR
APPOINTMENT

RALPH F. COX PRESIDENT OF RABAR ENTERPRISES 1991
(MANAGEMENT
CONSULTING-ENGINEERING INDUSTRY,
(65) 1994). PRIOR TO FEBRUARY 1994, HE
WAS PRESIDENT OF GREENHILL
PETROLEUM CORPORATION (PETROLEUM
EXPLORATION AND PRODUCTION). UNTIL
MARCH 1990, MR. COX WAS PRESIDENT
AND CHIEF OPERATING OFFICER OF
UNION PACIFIC RESOURCES COMPANY
(EXPLORATION AND PRODUCTION). HE IS
A DIRECTOR OF USA WASTE SERVICES,
INC. (NON-HAZARDOUS WASTE, 1993),
CH2M HILL COMPANIES
(ENGINEERING), RIO GRANDE, INC. (OIL
AND GAS PRODUCTION), AND DANIEL
INDUSTRIES (PETROLEUM MEASUREMENT
EQUIPMENT MANUFACTURER). IN
ADDITION, HE IS A MEMBER OF
ADVISORY BOARDS OF TEXAS A&M
UNIVERSITY AND THE UNIVERSITY OF
TEXAS AT AUSTIN.

PHYLLIS BURKE DAVIS PRIOR TO HER RETIREMENT IN 1992
SEPTEMBER 1991, MRS. DAVIS WAS
THE SENIOR VICE PRESIDENT OF
(66) 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), 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.

ROBERT M. GATES CONSULTANT, AUTHOR, AND LECTURER 1997
(1993). MR. GATES WAS DIRECTOR OF
THE CENTRAL INTELLIGENCE AGENCY
(54) (CIA) FROM 1991-1993. FROM 1989
TO 1991, MR. GATES SERVED AS
ASSISTANT TO THE PRESIDENT OF THE
UNITED STATES AND DEPUTY NATIONAL
SECURITY ADVISOR. MR. GATES IS
CURRENTLY A TRUSTEE FOR THE FORUM
FOR INTERNATIONAL POLICY, A BOARD
MEMBER FOR THE VIRGINIA
NEUROLOGICAL INSTITUTE, AND A SENIOR
ADVISOR OF THE HARVARD JOURNAL OF
WORLD AFFAIRS. IN ADDITION, MR. GATES
ALSO SERVES AS A MEMBER OF THE
CORPORATE BOARD FOR LUCASVARITY
PLC (AUTOMOTIVE COMPONENTS AND
DIESEL ENGINES), CHARLES STARK
DRAPER LABORATORY (NON-PROFIT),
NACCO INDUSTRIES, INC. (MINING AND
MANUFACTURING), AND TRW INC.
(ORIGINAL EQUIPMENT AND
REPLACEMENT PRODUCTS).

*EDWARD C. JOHNSON 3D PRESIDENT, IS CHAIRMAN, CHIEF 1968
EXECUTIVE OFFICER AND A DIRECTOR OF
FMR CORP.; A DIRECTOR AND
(67) CHAIRMAN OF THE BOARD AND OF THE
EXECUTIVE COMMITTEE OF FMR;
CHAIRMAN AND A DIRECTOR OF FIDELITY
INVESTMENTS MONEY MANAGEMENT,
INC., FIDELITY MANAGEMENT &
RESEARCH (U.K.) INC., AND FIDELITY
MANAGEMENT & RESEARCH (FAR EAST)
INC.

E. BRADLEY JONES PRIOR TO HIS RETIREMENT IN 1984, MR. 1990
JONES WAS CHAIRMAN AND CHIEF
EXECUTIVE OFFICER OF LTV STEEL
(70) COMPANY. HE IS A DIRECTOR OF TRW
INC. (ORIGINAL EQUIPMENT AND
REPLACEMENT PRODUCTS),
CONSOLIDATED RAIL CORPORATION,
BIRMINGHAM STEEL CORPORATION, AND
RPM, INC. (MANUFACTURER OF
CHEMICAL PRODUCTS), AND HE
PREVIOUSLY SERVED AS A DIRECTOR OF
NACCO INDUSTRIES, INC. (MINING AND
MANUFACTURING, 1985-1995),
HYSTER-YALE MATERIALS HANDLING, INC.
(1985-1995), AND CLEVELAND-CLIFFS
INC. (MINING), AND AS A TRUSTEE OF
FIRST UNION REAL ESTATE INVESTMENTS.
IN ADDITION, HE SERVES AS A TRUSTEE
OF THE CLEVELAND CLINIC FOUNDATION,
WHERE HE HAS ALSO BEEN A MEMBER
OF THE EXECUTIVE COMMITTEE AS WELL
AS CHAIRMAN OF THE BOARD AND
PRESIDENT, A TRUSTEE AND MEMBER OF
THE EXECUTIVE COMMITTEE OF
UNIVERSITY SCHOOL (CLEVELAND), AND A
TRUSTEE OF CLEVELAND CLINIC FLORIDA.

DONALD J. KIRK EXECUTIVE-IN-RESIDENCE (1995) AT 1987
COLUMBIA UNIVERSITY GRADUATE
SCHOOL OF BUSINESS AND A FINANCIAL
CONSULTANT. FROM 1987 TO JANUARY
(65) 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 CHAIRMAN OF THE BOARD OF
DIRECTORS OF THE NATIONAL ARTS
STABILIZATION FUND, CHAIRMAN OF THE
BOARD OF TRUSTEES OF THE GREENWICH
HOSPITAL ASSOCIATION, A MEMBER OF
THE PUBLIC OVERSIGHT BOARD OF THE
AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS' SEC PRACTICE
SECTION (1995), AND AS A PUBLIC
GOVERNOR OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS,
INC. (1996).

*PETER S. LYNCH VICE CHAIRMAN AND DIRECTOR OF FMR 1990
(1992). PRIOR TO MAY 31, 1990, HE
WAS A DIRECTOR OF FMR AND
(55) 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). 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.

WILLIAM O. MCCOY VICE PRESIDENT OF FINANCE FOR THE 1997
UNIVERSITY OF NORTH CAROLINA
(16-SCHOOL SYSTEM, 1995). PRIOR TO
(64) HIS RETIREMENT IN DECEMBER 1994, MR.
MCCOY WAS VICE CHAIRMAN OF THE
BOARD OF BELLSOUTH CORPORATION
(TELECOMMUNICATIONS, 1984) AND
PRESIDENT OF BELLSOUTH ENTERPRISES
(1986). HE IS CURRENTLY A DIRECTOR OF
LIBERTY CORPORATION (HOLDING
COMPANY, 1984), WEEKS CORPORATION
OF ATLANTA (REAL ESTATE, 1994),
CAROLINA POWER AND LIGHT COMPANY
(ELECTRIC UTILITY, 1996) AND THE KENAN
TRANSPORT CO. (1996). PREVIOUSLY, HE
WAS A DIRECTOR OF FIRST AMERICAN
CORPORATION (BANK HOLDING COMPANY,
1979-1996). IN ADDITION, MR. MCCOY
SERVES AS A MEMBER OF THE BOARD OF
VISITORS FOR THE UNIVERSITY OF NORTH
CAROLINA AT CHAPEL HILL (1994) AND FOR
THE KENAN-FLAGER BUSINESS SCHOOL
(UNIVERSITY OF NORTH CAROLINA AT
CHAPEL HILL, 1988).

GERALD C. MCDONOUGH CHAIRMAN OF G.M. MANAGEMENT 1989
GROUP (STRATEGIC ADVISORY SERVICES).
MR. MCDONOUGH IS A DIRECTOR OF
(69) YORK INTERNATIONAL CORP. (AIR
CONDITIONING AND REFRIGERATION),
COMMERCIAL INTERTECH CORP.
(HYDRAULIC SYSTEMS, BUILDING
SYSTEMS, AND METAL PRODUCTS,
1992), CUNO, INC. (LIQUID AND GAS
FILTRATION PRODUCTS, 1996), AND
ASSOCIATED ESTATES REALTY
CORPORATION (A REAL ESTATE
INVESTMENT TRUST, 1993). MR.
MCDONOUGH SERVED AS A DIRECTOR OF
ACME-CLEVELAND CORP. (METAL
WORKING, TELECOMMUNICATIONS, AND
ELECTRONIC PRODUCTS) FROM
1987-1996 AND BRUSH-WELLMAN INC.
(METAL REFINING) FROM 1983-1997).

MARVIN L. MANN CHAIRMAN OF THE BOARD, PRESIDENT, 1993
AND CHIEF EXECUTIVE OFFICER OF
LEXMARK INTERNATIONAL, INC. (OFFICE
(65) 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),
IMATION CORP. (IMAGING AND
INFORMATION STORAGE, 1997), 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.

*ROBERT C. POZEN SENIOR VICE PRESIDENT, IS PRESIDENT 1997
AND A DIRECTOR OF FMR (1997); AND
PRESIDENT AND A DIRECTOR OF FIDELITY
(51) INVESTMENTS MONEY MANAGEMENT,
INC. (1997), FIDELITY MANAGEMENT &
RESEARCH (U.K.) INC. (1997), AND
FIDELITY MANAGEMENT & RESEARCH
(FAR EAST) INC. (1997). PREVIOUSLY,
MR. POZEN SERVED AS GENERAL
COUNSEL, MANAGING DIRECTOR, AND
SENIOR VICE PRESIDENT OF FMR CORP.

THOMAS R. WILLIAMS PRESIDENT OF THE WALES GROUP, INC. 1989
(MANAGEMENT AND FINANCIAL ADVISORY
SERVICES). PRIOR TO RETIRING IN 1987,
MR. WILLIAMS SERVED AS CHAIRMAN OF
(69) 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 OF
DIRECTOR OF CONAGRA, INC.
(AGRICULTURAL PRODUCTS), GEORGIA
POWER COMPANY (ELECTRIC UTILITY),
NATIONAL LIFE INSURANCE COMPANY OF
VERMONT, AMERICAN SOFTWARE, INC.,
AND APPLESOUTH, INC. (RESTAURANTS,
1992).
</TABLE>

** Except as otherwise indicated, each individual has held the office
shown or other offices in the same company for the last five years.
As of January 31, 1998 the nominees, Trustees and officers of the
Trust and each fund owned, in the aggregate, less than 1% of each
fund's outstanding shares.
If elected, the Trustees will hold office without limit in time
except that (a) any Trustee may resign; (b) any Trustee may be removed
by written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal; (c) any Trustee who requests to be
retired or who has become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities
of the trust. In case a vacancy shall for any reason exist, the
remaining Trustees will fill such vacancy by appointing another
Trustee, so long as, immediately after such appointment, at least
two-thirds of the Trustees have been elected by shareholders. If, at
any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.
The trust's Board, which is currently composed of three interested
and nine non-interested Trustees, met eleven times during the twelve
months ended February 28, 1998. It is expected that the Trustees will
meet at least ten times a year at regularly scheduled meetings.
The trust's Audit Committee is composed entirely of Trustees who are
not interested persons of the trust, FMR or its affiliates and
normally meets four times a year, or as required, prior to meetings of
the Board of Trustees. Currently, Messrs. Kirk (Chairman), Gates and
McCoy, and Mrs. Davis are members of the Committee. The committee
oversees and monitors the trust's internal control structure, its
auditing function and its financial reporting process, including the
resolution of material reporting issues. The committee recommends to
the Board of Trustees the appointment of auditors for the trust. It
reviews audit plans, fees and other material arrangements in respect
of the engagement of auditors, including non-audit services to be
performed. It reviews the qualifications of key personnel involved in
the foregoing activities. The committee plays an oversight role in
respect of the trust's investment compliance procedures and the code
of ethics. During the twelve months ended February 28, 1998, the
committee held ___ meetings.
The trust's Nominating and Administration Committee is currently
composed of Messrs. McDonough (Chairman), Jones and Williams. The
committee members confer periodically and hold meetings as required.
The committee makes nominations for independent trustees, and for
membership on committees. The committee periodically reviews
procedures and policies of the Board of Trustees and committees. It
acts as the administrative committee under the Retirement Plan for
non-interested trustees who retired prior to December 30, 1996. It
monitors the performance of legal counsel employed by the trust and
the independent trustees. The committee in the first instance monitors
compliance with, and acts as the administrator of the provisions of
the code of ethics applicable to the independent trustees. During the
twelve months ended February 28, 1998, the committee held ___
meetings. The Nominating and Administration Committee will consider
nominees recommended by shareholders. Recommendations should be
submitted to the committee in care of the Secretary of the Trust. The
trust does not have a compensation committee; such matters are
considered by the Nominating and Administration Committee.
The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended February 28, 1998, or
calendar year ended December 31, 1997, as applicable.
COMPENSATION TABLE

AGGREG J. RALPH PHYLLI ROBER EDWA E. DONAL PETER WILLIA GERAL MARVI ROBER THOM

ATE GARY F. S T RD BRADLE D S. M D C. N L. T C. AS
R.
COMPEN BURKH COX BURKE M. C. Y J. LYNC O. MCDO MANN POZE
WILLIA
SATION EAD** DAVIS GATES JOHNS JONES KIRK H MCCO NOUGH N MS

FROM A ,# *** ON ** Y **

FUND A 3D** ****

AIR $ 0 $ 21 $ 21 $ 22 $ 0 $ 21 $ 21 $ 0 $ 22 $ 27 $ 21 $ 0 $ 21

TRANSPORTA

TIONB+

AMERICAN $ 0 $ 128 $ 125 $ 131 $ 0 $ 127 $ 127 $ 0 $ 132 $ 158 $ 128 $ 0 $
128
GOLDB+

AUTOMOTIV $ 0 $ 29 $ 28 $ 29 $ 0 $ 29 $ 29 $ 0 $ 30 $ 36 $ 29 $ 0 $ 29

EB+

BIOTECHNOL $ 0 $ 244 $ 239 $ 249 $ 0 $ 242 $ 242 $ 0 $ 251 $ 303 $ 244 $ 0 $
244
OGYB+

BROKERAGE $ 0 $ 143 $ 141 $ 146 $ 0 $ 142 $ 142 $ 0 $ 147 $ 178 $ 143 $ 0 $
143
AND

INVESTMEN

MANAGEM

ENTB+

BUSINESS $ 0 $ $ $ $ 0 $ $ $ 0 $ $ $ $ 0 $

SERVICES

AND

OUTSOURCI

NGB+

CHEMICALS $ 0 $ 38 $ 37 $ 39 $ 0 $ 37 $ 37 $ 0 $ 39 $ 47 $ 38 $ 0 $ 38

B+

COMPUTERS $ 0 $ 273 $ 268 $ 278 $ 0 $ 271 $ 271 $ 0 $ 281 $ 339 $ 273 $ 0 $
273
B+

CONSTRUCTI $ 0 $ 11 $ 11 $ 11 $ 0 $ 11 $ 11 $ 0 $ 11 $ 14 $ 11 $ 0 $ 11

ON AND

HOUSINGB+

CONSUMER $ 0 $ 7 $ 7 $ 7 $ 0 $ 7 $ 7 $ 0 $ 7 $ 9 $ 7 $ 0 $ 7

INDUSTRIES

B+

CYCLICAL $ 0 $ 1 $ 1 $ 1 $ 0 $ 1 $ 1 $ 0 $ 1 $ 2 $ 1 $ 0 $ 1

INDUSTRIES

B+

DEFENSE $ 0 $ 27 $ 26 $ 27 $ 0 $ 26 $ 26 $ 0 $ 27 $ 33 $ 27 $ 0 $ 27

AND

AEROSPACE

B+

DEVELOPIN $ 0 $ 100 $ 98 $ 102 $ 0 $ 99 $ 99 $ 0 $ 103 $ 124 $ 100 $ 0 $
100
G

COMMUNI

CATIONSB+

ELECTRONIC $ 0 $ 942 $ 928 $ 960 $ 0 $ 935 $ 935 $ 0 $ 968 $ 1,1 $ 942 $ 0 $
942
SB+ 71

ENERGYB+ $ 0 $ 86 $ 84 $ 88 $ 0 $ 85 $ 85 $ 0 $ 89 $ 107 $ 86 $ 0 $ 86

ENERGY $ 0 $ 361 $ 356 $ 367 $ 0 $ 359 $ 359 $ 0 $ 369 $ 451 $ 361 $ 0 $
361
SERVICEB+

ENVIRONM $ 0 $ 12 $ 11 $ 11 $ 0 $ 11 $ 11 $ 0 $ 11 $ 14 $ 12 $ 0 $ 12

ENTAL

SERVICESB+

FINANCIAL $ 0 $ 180 $ 177 $ 184 $ 0 $ 179 $ 179 $ 0 $ 186 $ 224 $ 180 $ 0 $
180
SERVICESB+

FOOD AND $ 0 $ 96 $ 94 $ 98 $ 0 $ 95 $ 95 $ 0 $ 99 $ 119 $ 96 $ 0 $ 96

AGRICULTUR

EB+

HEALTH $ 0 $ 625 $ 601 $ 624 $ 0 $ 606 $ 606 $ 0 $ 629 $ 759 $ 625 $ 0 $
625
CAREC,D,E+

HOME $ 0 $ 501 $ 493 $ 511 $ 0 $ 497 $ 497 $ 0 $ 515 $ 623 $ 501 $ 0 $
501
FINANCEB+

INDUSTRIAL $ 0 $ 29 $ 28 $ 29 $ 0 $ 28 $ 28 $ 0 $ 30 $ 36 $ 29 $ 0 $ 29

EQUIPMENT

B+

INDUSTRIAL $ 0 $ 16 $ 15 $ 16 $ 0 $ 15 $ 15 $ 0 $ 16 $ 19 $ 16 $ 0 $ 16

MATERIALSB

INSURANCE $ 0 $ 40 $ 40 $ 41 $ 0 $ 40 $ 40 $ 0 $ 41 $ 50 $ 40 $ 0 $ 40

B+

LEISUREB+ $ 0 $ 46 $ 45 $ 47 $ 0 $ 46 $ 46 $ 0 $ 47 $ 57 $ 46 $ 0 $ 46

MEDICAL $ 0 $ 68 $ 67 $ 70 $ 0 $ 68 $ 68 $ 0 $ 71 $ 85 $ 68 $ 0 $ 68

DELIVERYB

MULTIMEDI $ 0 $ 21 $ 20 $ 21 $ 0 $ 21 $ 21 $ 0 $ 22 $ 26 $ 21 $ 0 $ 21

AB+

NATURAL $ 0 $ 37 $ 36 $ 37 $ 0 $ 36 $ 36 $ 0 $ 38 $ 45 $ 37 $ 0 $ 37

GASB+

NATURAL $ 0 $ 2 $ 2 $ 2 $ 0 $ 2 $ 2 $ 0 $ 2 $ 3 $ 2 $ 0 $ 2

RESOURCES

B+

PAPER AND $ 0 $ 10 $ 10 $ 10 $ 0 $ 10 $ 10 $ 0 $ 10 $ 12 $ 10 $ 0 $ 10

FOREST

PRODUCTSB

PRECIOUS $ 0 $ 90 $ 88 $ 92 $ 0 $ 89 $ 89 $ 0 $ 93 $ 111 $ 90 $ 0 $ 90

METALS AND

MINERALSB

REGIONAL $ 0 $ 379 $ 374 $ 388 $ 0 $ 377 $ 377 $ 0 $ 390 $ 472 $ 379 $ 0 $
379
BANKSB+

RETAILINGB $ 0 $ 48 $ 47 $ 49 $ 0 $ 47 $ 47 $ 0 $ 49 $ 60 $ 48 $ 0 $ 48

SOFTWARE $ 0 $ 177 $ 174 $ 180 $ 0 $ 175 $ 175 $ 0 $ 182 $ 220 $ 177 $ 0 $
177
AND

COMPUTER

SERVICESB+

TECHNOLOG $ 0 $ 223 $ 219 $ 228 $ 0 $ 221 $ 221 $ 0 $ 230 $ 277 $ 223 $ 0 $
223
YB+

TELECOMM $ 0 $ 158 $ 155 $ 161 $ 0 $ 157 $ 157 $ 0 $ 163 $ 197 $ 158 $ 0 $
158
UNICATIONS

B+

TRANSPORTA $ 0 $ 21 $ 21 $ 21 $ 0 $ 21 $ 21 $ 0 $ 21 $ 26 $ 21 $ 0 $ 21

TIONB+

UTILITIES $ 0 $ 100 $ 98 $ 102 $ 0 $ 99 $ 99 $ 0 $ 103 $ 124 $ 100 $ 0 $
100
GROWTHB+

MONEY $ 0 $ 338 $ 333 $ 346 $ 0 $ 335 $ 335 $ 0 $ 349 $ 423 $ 338 $ 0 $
338
MARKETB+

TOTAL $0 $214,5 $210,0 $0 $211,5 $211,5 $0 $214,5 $264, $214,5 $0
$214,5
COMPE 00 00 $176, 00 00 00 500 00 00

NSATIO 000

N FROM

THE

FUND

COMPLE

X*, A

</TABLE>

* Information is for the calendar year ended December 31, 1997 for 230
funds in the complex.
** Interested Trustees of the funds and Mr. Burkhead are compensated
by FMR.
***Mr. Gates was appointed to the Board of Trustees effective March 1,
1997.
****During the period from May 1, 1996 through December 31, 1996,
William O. McCoy served as a Member of the Advisory Board of the
trust. Mr. McCoy was appointed to the Board of Trustees effective
January 1, 1997.
+ Estimated
# J. Gary Burkhead served on the Board of Trustees through July 31,
1997. Effective August 1, 1997, Mr. Burkhead serves as a Member of the
Advisory Board of the trust.
A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1997, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000, Phyllis Burke Davis, $75,000, Robert M. Gates, $62,500, E.
Bradley Jones, $75,000, Donald J. Kirk, $75,000, William O.McCoy,
$75,000, Gerald C. McDonough, $87,500, Marvin L.Mann, $75,000, and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation: Ralph F.
Cox, $53,699, Marvin L. Mann, $53,699, and Thomas R. Williams,
$62,462.
B Compensation figures include cash.
C Compensation figures include cash, and may include amounts required
to be deferred.
D The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $291, Phyllis Burke Davis, $291, Robert M. Gates, $295, E.
Bradley Jones, $291, Donald J. Kirk, $291, William O. McCoy, $295,
Gerald C. McDonough, $340, Marvin L. Mann, $291, and Thomas R.
Williams, $291.
E For the fiscal year ended February 28, 1998, certain of the
non-interested Trustees' aggregate compensation from a fund includes
accrued voluntary deferred compensation as follows: Ralph F. Cox,
$257, Health Care Portfolio; Marvin L. Mann, $257, Health Care
Portfolio; and Thomas R. Williams, $257, Health Care Portfolio.
Under a retirement program adopted in July 1988 and modified in
November 1995 and November 1996, each non-interested Trustee who
retired before December 30, 1996 may receive payments from a Fidelity
fund during his or her lifetime based on his or her basic trustee fees
and length of service. The obligation of a fund to make such payments
is neither secured nor funded. A Trustee became eligible to
participate in the program at the end of the calendar year in which he
or she reached age 72, provided that, at the time of retirement, he or
she had served as a Fidelity fund Trustee for at least five years.
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are treated as though equivalent dollar amounts had been invested
in shares of a cross-section of Fidelity funds including funds in each
major investment discipline and representing a majority of Fidelity's
assets under management (the Reference Funds). The amounts ultimately
received by the Trustees under the Plan will be directly linked to the
investment performance of the Reference Funds. Deferral of fees in
accordance with the Plan will have a negligible effect on a fund's
assets, liabilities, and net income per share, and will not obligate a
fund to retain the services of any Trustee or to pay any particular
level of compensation to the Trustee. A fund may invest in the
Reference Funds under the Plan without shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In
connection with the termination of the retirement program, each
then-existing non-interested Trustee received a credit to his or her
Plan account equal to the present value of the estimated benefits that
would have been payable under the retirement program. The amounts
credited to the non-interested Trustees' Plan accounts are subject to
vesting and are treated as though equivalent dollar amounts had been
invested in shares of the Reference Funds. The amounts ultimately
received by the Trustees in connection with the credits to their Plan
accounts will be directly linked to the investment performance of the
Reference Funds. The termination of the retirement program and related
crediting of estimated benefits to the Trustees' Plan accounts did not
result in a material cost to the funds.
2. TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUNDS.
By a vote of the non-interested Trustees, the firm of Price
Waterhouse LLP has been selected as independent accountants for each
fund to sign or certify any financial statements of each fund required
by any law or regulation to be certified by an independent accountant
and filed with the Securities and Exchange Commission (SEC) or any
state. Pursuant to the 1940 Act, such selection requires the
ratification of shareholders. In addition, as required by the 1940
Act, the vote of the Trustees is subject to the right of each fund, by
vote of a majority of its outstanding voting securities at any meeting
called for the purpose of voting on such action, to terminate such
employment without penalty. Price Waterhouse LLP has advised each fund
that it has no direct or material indirect ownership interest in each
fund.
The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. In
recommending the selection of each fund's accountants, the Audit
Committee reviewed the nature and scope of the services to be provided
(including non-audit services) and whether the performance of such
services would affect the accountants' independence. Representatives
of Price Waterhouse LLP are not expected to be present at the Meeting,
but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their
presence.
On September 18, 1997 Coopers & Lybrand L.L.P. and Price Waterhouse
LLP announced plans to merge their practices world-wide. The partners
of both firms have approved the merger. Coopers & Lybrand L.L.P. and
Price Waterhouse LLP expect the merger, which is subject to approval
by the regulators, to become effective in mid 1998.
3. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND RESTATED
DECLARATION OF TRUST.
The Board of Trustees has approved and recommends that the
shareholders of the trust authorize them to adopt and execute an
Amended and Restated Declaration of Trust for the trust and the funds
in the form attached to this Proxy Statement as Exhibit 1 (New
Declaration of Trust). The attached New Declaration of Trust has been
marked to show changes from the trust's existing Declaration of Trust
(Current Declaration of Trust). The New Declaration of Trust is a more
modern form of trust instrument for a Massachusetts business trust,
and going forward will be used as the standard Declaration of Trust
for all new Fidelity Massachusetts business trusts.
The New Declaration of Trust gives the Trustees more flexibility and,
subject to applicable requirements of the 1940 Act and Massachusetts
law, broader authority to act. This increased flexibility may allow
the Trustees to react more quickly to changes in competitive and
regulatory conditions and, as a consequence, may allow the funds to
operate in a more efficient and economical manner. ADOPTION OF THE NEW
DECLARATION OF TRUST WILL NOT ALTER IN ANY WAY THE TRUSTEES' EXISTING
FIDUCIARY OBLIGATIONS TO ACT WITH DUE CARE AND IN THE SHAREHOLDERS'
INTERESTS. BEFORE UTILIZING ANY NEW FLEXIBILITY THAT THE NEW
DECLARATION OF TRUST MAY AFFORD, THE TRUSTEES MUST FIRST CONSIDER THE
SHAREHOLDERS' INTERESTS AND THEN ACT IN ACCORDANCE WITH SUCH
INTERESTS.
Adoption of the New Declaration of Trust will NOT result in any
changes in the funds' Trustees or officers or in the investment
policies and shareholder services described in the funds' current
prospectuses.
A majority of the Trustees may amend the Current Declaration of Trust
when authorized by a "majority of the outstanding voting securities"
(as defined in the 1940 Act) of the trust or each series of the trust
affected by the amendment, as the case may be. On October 16, 1997,
the Trustees approved the form of the New Declaration of Trust. On
December 18, 1997, the Board approved several additional changes to
the form of the New Declaration of Trust, which changes have been
incorporated into the form attached to this Proxy Statement, and
authorized the submission of the New Declaration of Trust to the
trust's shareholders for their authorization at this Meeting.
The New Declaration of Trust amends the Current Declaration of Trust
in a number of significant ways. The following discussion summarizes
some of the more significant amendments to the Current Declaration of
Trust effected by the New Declaration of Trust.
IN ADDITION TO THE CHANGES DESCRIBED BELOW, THERE ARE OTHER
SUBSTANTIVE AND STYLISTIC DIFFERENCES BETWEEN THE NEW DECLARATION OF
TRUST AND THE CURRENT DECLARATION OF TRUST. THE FOLLOWING SUMMARY IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE NEW DECLARATION OF TRUST
ITSELF.
SIGNIFICANT CHANGES EFFECTED BY THE NEW DECLARATION OF TRUST.
REORGANIZATION OR TERMINATION OF THE TRUST OR ITS SERIES. Unlike the
Current Declaration of Trust, the New Declaration of Trust generally
permits the Trustees, subject to applicable Federal and state law, to
reorganize or terminate the trust or any of its series. The Current
Declaration of Trust requires shareholder approval in order to
reorganize or terminate the trust or any of its series.
Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder meeting to permit the trust or a
fund to reorganize into another entity. For example, in order to
reduce the cost and scope of state regulatory constraints or to take
advantage of a more favorable tax treatment offered by another state,
the Trustees may determine that it would be in the shareholders'
interests to reorganize a fund to domicile it in another state or to
change its legal form. Under the Current Declaration of Trust, the
Trustee cannot effectuate such a potentially beneficial reorganization
without first conducting a shareholder meeting and incurring the
attendant costs and delays. In contrast, the New Declaration of Trust
gives the Trustees the flexibility to reorganize the trust or any of
its series and achieve potential shareholder benefits without
incurring the delay and potential costs of a proxy solicitation. Such
flexibility should help to assure that the trust and its funds operate
under the most appropriate form of organization.
Similarly, under certain circumstances, it may not be in the
shareholders' interest to require a shareholder meeting to permit the
Trustees to terminate a fund. For example, a fund may have
insufficient assets to invest effectively or excessively high expense
levels due to operational needs. Under such circumstances, absent
viable alternatives, the Trustees may determine that terminating the
fund is in the shareholders' interest and the only appropriate course
of action. The process of obtaining shareholder approval of the fund's
termination may, however, make it more difficult to complete the
fund's liquidation and termination and, in general, will increase the
costs associated with the termination. In such a case, it may be in
the shareholders' interest to permit fund termination without
incurring the costs and delays of a shareholder meeting.
As discussed above, before allowing a trust or fund reorganization or
termination to proceed without shareholder approval, the Trustees have
a fiduciary responsibility to first determine that the proposed
transaction is in the shareholders' interest. Any exercise of the
Trustees' increased authority under the New Declaration of Trust is
also subject to any applicable requirements of the 1940 Act and
Massachusetts law. Of course, in all cases, the New Declaration of
Trust would require that shareholders receive written notification of
any proposed transaction.
The New Declaration of Trust does NOT give the Trustees the authority
to merge a fund with another mutual fund or sell all of a fund's
assets to another mutual fund without first seeking shareholder
approval. Under the New Declaration of Trust, shareholder approval is
still required for these transactions.
FUTURE AMENDMENTS OF THE DECLARATION OF TRUST. The New Declaration of
Trust permits the Trustees, with certain exceptions, to amend the
Declaration of Trust without shareholder approval. Under the New
Declaration of Trust, shareholders generally have the right to vote on
any amendment affecting their right to vote, on any amendment altering
the maximum number of permitted Trustees, on any amendment affecting
the New Declaration of Trust's amendment provisions, on any amendment
required by law or the trust's registration statement, and on any
matter submitted to shareholders by the Trustees. The Current
Declaration of Trust, on the other hand, generally gives shareholders
the exclusive power to amend the Declaration of Trust. By allowing
amendment of the Declaration of Trust without shareholder approval,
the New Declaration of Trust gives the Trustees the necessary
authority to react quickly to future contingencies. As mentioned
above, such increased authority remains subordinate to the Trustees'
continuing fiduciary obligations to act with due care and in the
shareholders' interest.
OTHER CHANGES EFFECTED BY THE NEW DECLARATION OF TRUST.
In addition to the significant changes above, the New Declaration of
Trust modifies the Current Declaration of Trust in a number of
important ways, including the following:
1. The New Declaration of Trust modifies the Current Declaration of
Trust to allow FMR and the trust, on behalf of each fund, to amend the
fund's respective Management Contract subject to the provisions of
Section 15 of the 1940 Act, as modified or interpreted by the SEC. In
contrast, the Current Declaration of Trust explicitly requires the
vote of a majority of the outstanding voting securities of a fund to
authorize all such amendments. A corresponding change is also proposed
for certain of the funds' Management Contracts. For more information
on this topic generally, see "Modification of Management Contract
Amendment Provisions" on pages 31 and 37.
2. The New Declaration of Trust clarifies that the Trustees may
impose other fees (for example, purchase fees) in addition to sales
charges upon investment in a fund and clarifies that deferred sales
charges and other fees (for example, redemption fees) may be imposed
upon redemption of a fund's shares.
3. The New Declaration of Trust confirms and clarifies various
existing Trustee powers. For example, the New Declaration of Trust
clarifies that the Trustees, in addition to banks and trust companies,
may employ as fund custodians companies that are members of a national
securities exchange or other entities permitted under the 1940 Act;
delegate authority to investment advisers and other agents; adopt and
offer dividend reinvestment and related plans; operate and carry on
the business of an investment company; and interpret the investment
policies, practices, and limitations of any fund.
4. The New Declaration of Trust clarifies that no shareholder of a
trust series shall have a claim on the assets of another series and
further clarifies that, by virtue of investing in a fund, a
shareholder is deemed to have assented to and agreed to be bound by
the terms of the New Declaration of Trust.
5. The New Declaration of Trust deletes various technical and/or
antiquated requirements from the Current Declaration of Trust,
including existing requirements that a Trustee vacancy be deemed to
occur when a Trustee is absent from his or her state of residence,
that Trustee vacancies must be filled within six calendar months, and
that portfolio securities be held pursuant to safeguards prescribed by
usual Massachusetts practice.
6. As a general matter, the New Declaration of Trust modifies the
Current Declaration of Trust to incorporate appropriate references to
classes of shares.
7. Lastly, the New Declaration of Trust generally expands various
1940 Act defined terms to encompass SEC modifications and
interpretations. Specific references to discrete sections of the 1940
Act that are contained in the New Declaration of Trust have likewise
been expanded to include SEC modifications and interpretations.
CONCLUSION. The Board of Trustees has concluded that the proposed
adoption of the New Declaration of Trust is in the best interests of
the trust's shareholders. Accordingly, the Trustees unanimously
recommend that the shareholders vote FOR the proposal to authorize
them to adopt and execute the New Declaration of Trust. If the
proposal is not approved, the Current Declaration of Trust will remain
unchanged and in effect.
4. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR EACH OF THE EQUITY
FUNDS (EXCEPT CYCLICAL INDUSTRIES PORTFOLIO, NATURAL RESOURCES
PORTFOLIO, AND BUSINESS SERVICES AND OUTSOURCING PORTFOLIO).
The Board of Trustees, including the Trustees who are not "interested
persons" of the Trust or of FMR (the Independent Trustees), has
approved, and recommends that shareholders of each fund approve, a
proposal to adopt an amended management contract with FMR (the Amended
Contract). The Amended Contract modifies the management fee that FMR
receives from the fund to provide for lower fees when FMR's assets
under management exceed certain levels. In addition, the Amended
Contract allows FMR and the Trust, on behalf of the fund, to modify
the Management Contract subject to the requirements of the 1940 Act.
The existing Management Contract currently requires the vote of a
majority of the fund's outstanding voting securities to authorize all
amendments. See "Modification of Management Contract Amendment
Provisions" on page 31 for more details. THE AMENDED CONTRACT WILL
RESULT IN A MANAGEMENT FEE THAT IS THE SAME AS, OR LOWER THAN, THE FEE
PAYABLE UNDER THE PRESENT MANAGEMENT CONTRACT (THE PRESENT CONTRACT).
(For information on FMR, see the section entitled "Activities and
Management of FMR" on page 57.)
PROPOSED AMENDMENT(S) TO THE PRESENT MANAGEMENT CONTRACT. A copy of
the Amended Contract, marked to indicate the proposed amendment(s), is
supplied as Exhibit 2 on page 104 . Except for the modifications
discussed above, it is substantially identical to the Present
Contract. (For a detailed discussion of each fund's Present Contract,
refer to the section entitled "Present Management Contracts" beginning
on page 59.) If approved by shareholders, the Amended Contract will
take effect on June 1, 1998 (or, if later, the first day of the first
month following approval) and will remain in effect through July 31
1998 and thereafter, but only as long as its continuance is approved
at least annually by (i) the vote, cast in person at a meeting called
for the purpose, of a majority of those Trustees who are not
"interested persons" of the trust or FMR and (ii) the vote of either a
majority of the Trustees or by the vote of a majority of the
outstanding shares of the fund. If the Amended Contract is not
approved, the Present Contract will continue in effect through July
31, 1998, and thereafter only as long as its continuance is approved
at least annually as above.
The management fee is an annual percentage of each fund's average net
assets (the management fee rate), calculated and paid monthly. The
management fee rate is the sum of two components: a Group Fee Rate,
which varies according to assets under management by FMR, and a fixed
Individual Fund Fee Rate. The Amended Contract modifies the Group Fee
Rate by providing for lower fee rates if FMR's assets under management
remain above $210 billion.
MODIFICATION TO GROUP FEE RATE. The Group Fee Rate varies based upon
the monthly average of the aggregate net assets of all registered
investment companies having management contracts with FMR (assets
under management by FMR). For example, as assets under management by
FMR increase, the Group Fee Rate declines. The Amended Contract would
not change the group fee calculation for assets under management by
FMR of $210 billion or less. Above $210 billion in assets under FMR's
management, the Group Fee Rate declines under both the Present
Contract and the Amended Contact, but under the Amended Contract, it
declines faster. Group Fee Rates that are lower than those contained
in each fund's Present Contract have been voluntarily implemented by
FMR on August 1, 1994 and January 1, 1996.
The Group Fee Rate is calculated according to a graduated schedule
providing for different rates for different levels of assets under
management by FMR. The rate at which the Group Fee Rate declines is
determined by fee "breakpoints" that provide for lower fee rates when
assets increase. The Amended Contract revises the current fee
breakpoints for assets under FMR's management above $210 billion and
adds seven new fee breakpoints for assets under FMR's management above
$318 billion as illustrated in the following table. (For an
explanation of how the Group Fee Rate is used to calculate the
management fee, see the section entitled "Present Management
Contracts" beginning on page 59.)
GROUP FEE RATE BREAKPOINTS
PRESENT CONTRACT AMENDED CONTRACT

AVERAGE GROUP PRESENT AVERAGE GROUP AMENDED
ASSETS CONTRACT* ASSETS CONTRACT
($ BILLIONS) ($ BILLIONS)

174 - 228 .3000% 174 - 210 .3000%

228 - 282 .2950% 210 - 246 .2950%

282 - 336 .2900% 246 - 282 .2900%

OVER 336 .2850% 282 - 318 .2850%

318 - 354 .2800%

354 - 390 .2750%

390 - 426 .2700%

426 - 462 .2650%

462 - 498 .2600%

498 - 534 .2550%

OVER 534 .2500%

The result at various levels of group net assets is illustrated by the
table below.
EFFECTIVE ANNUAL GROUP FEE RATES
GROUP NET PRESENT AMENDED
ASSETS CONTRACT* CONTRACT
($ BILLIONS)

150 .---% .3371%

200 .---% .3284%

250 .---% .3219%

300 .---% .3163%

350 .---% .3113%

400 .---% .3067%

450 .---% .3024%

500 .---% .2982%

550 .---% .2942%

* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on August 1, 1994 and January 1, 1996.
Assets under FMR's management for January 1998 were approximately
$___ billion.
COMPARISON OF MANAGEMENT FEES. For January 1998, average assets under
management by FMR were $___ billion. Each fund's management fee rate
under the Amended Contract would have been __%, compared to __% under
the Present Contract. The management fee rate will remain the same
under both the Present Contract and the Amended Contract until assets
under FMR's management exceed $210 billion, at which point the
management fee rate under the Amended Contract begins to decline
relative to the Present Contract. The following chart compares each
fund's management fee as calculated under the terms of the Present
Contract for the fiscal year ended February 28, 1997 to the management
fee each fund would have incurred if the Amended Contract had been in
effect.
PRESENT CONTRACT AMENDED CONTRACT

MANAGEMENT MANAGEMENT PERCENTAGE

FUND NAME FEE* FEE DIFFERENCE

AIR TRANSPORTATION $ 543,427 $ 539,940 (0.64)%

AMERICAN GOLD $ 2,517,729 $ 2,501,556 (0.64)%

AUTOMOTIVE $ 731,235 $ 726,743 ((0.61)%

BIOTECHNOLOGY $ 4,353,358 $ 4,324,960 (0.65)%

BROKERAGE AND $ 452,144 $ 448,938 (0.71)%
INVESTMENT
MANAGEMENT

CHEMICALS $ 750,354 $ 745,680 (0.62)%

COMPUTERS $ 3,331,585 $ 3,309,228 (0.67)%

CONSTRUCTION AND $ 411,763 $ 408,988 (0.67)%
HOUSING

CONSUMER $ 155,411 $ 154,434 (0.63)%
INDUSTRIES

DEFENSE AND $ 269,774 $ 268,010 (0.65)%
AEROSPACE

DEVELOPING $ 1,868,941 $ 1,856,888 (0.64)%
COMMUNICATIONS

ELECTRONICS $ 7,912,251 $ 7,859,173 (0.67)%

ENERGY $ 1,074,013 $ 1,066,783 (0.67)%

ENERGY SERVICE $ 2,809,399 $ 2,790,650 (0.67)%

ENVIRONMENTAL $ 253,667 $ 252,081 (0.63)%
SERVICES

FINANCIAL SERVICES $ 1,672,677 $ 1,661,452 (0.67)%

FOOD AND $ 1,693,434 $ 1,682,437 (0.65)%
AGRICULTURE

HEALTH CARE $ 7,711,906 $ 7,661,331 (0.66)%

HOME FINANCE $ 4,229,619 $ 4,201,147 (0.67)%

INDUSTRIAL $ 564,091 $ 560,442 (0.65)%
EQUIPMENT

INDUSTRIAL $ 594,730 $ 590,927 (0.64)%
MATERIALS

INSURANCE $ 206,244 $ 204,881 (0.66)%

LEISURE $ 647,974 $ 643,761 (0.65)%

MEDICAL DELIVERY $ 1,315,696 $ 1,307,251 (0.64)%

MULTIMEDIA $ 516,885 $ 513,562 (0.64)%

NATURAL GAS $ 683,866 $ 679,330 (0.66)%

PAPER AND FOREST $ 195,985 $ 194,763 (0.62)%
PRODUCTS

PRECIOUS METALS $ 2,018,189 $ 2,005,219 (0.64)%
AND MINERALS

REGIONAL BANKS $ 2,551,935 $ 2,534,699 (0.68)%

RETAILING $ 1,347,116 $ 1,338,783 (0.62)%

SOFTWARE AND $ 2,563,432 $ 2,546,782 (0.65)%
COMPUTER
SERVICES

TECHNOLOGY $ 2,818,727 $ 2,800,144 (0.66)%

TELECOMMUNICATIO $ 2,897,638 $ 2,878,937 (0.65)%
NS

TRANSPORTATION $ 76,467 $ 75,979 (0.64)%

UTILITIES GROWTH $ 1,449,600 $ 1,440,039 (0.66)%

* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on August 1, 1994 and January 1, 1996.
The following chart compares each fund's management fee under the
terms of the Present Contract for the fiscal year ended January 31,
1998 to the management fee each fund would have incurred if the
Amended Contract had been in effect.
PRESENT CONTRACT AMENDED CONTRACT

MANAGEMENT MANAGEMENT PERCENTAGE

FUND NAME FEE* FEE DIFFERENCE

AIR TRANSPORTATION $ $ %

AMERICAN GOLD $ $ %

AUTOMOTIVE $ $ %

BIOTECHNOLOGY $ $ %

BROKERAGE AND $ $ %
INVESTMENT
MANAGEMENT

CHEMICALS $ $ %

COMPUTERS $ $ %

CONSTRUCTION AND $ $ %
HOUSING

CONSUMER $ $ %
INDUSTRIES

DEFENSE AND $ $ %
AEROSPACE

DEVELOPING $ $ %
COMMUNICATIONS

ELECTRONICS $ $ %

ENERGY $ $ %

ENERGY SERVICE $ $ %

ENVIRONMENTAL $ $ %
SERVICES

FINANCIAL SERVICES $ $ %

FOOD AND $ $ %
AGRICULTURE

HEALTH CARE $ $ %

HOME FINANCE $ $ %

INDUSTRIAL $ $ %
EQUIPMENT

INDUSTRIAL $ $ %
MATERIALS

INSURANCE $ $ %

LEISURE $ $ %

MEDICAL DELIVERY $ $ %

MULTIMEDIA $ $ %

NATURAL GAS $ $ %

PAPER AND FOREST $ $ %
PRODUCTS

PRECIOUS METALS $ $ %
AND MINERALS

REGIONAL BANKS $ $ %

RETAILING $ $ %

SOFTWARE AND $ $ %
COMPUTER
SERVICES

TECHNOLOGY $ $ %

TELECOMMUNICATIO $ $ %
NS

TRANSPORTATION $ $ %

UTILITIES GROWTH $ $ %

PRESENT CONTRACT AMENDED CONTRACT

AVERAGE GROUP PRESENT AVERAGE GROUP AMENDED
ASSETS CONTRACT* ASSETS CONTRACT
($ BILLIONS) ($ BILLIONS)

120 - 174 .1450% 120 - 156 .1450%

174 - 228 .1400% 156 - 192 .1400%

228 - 282 .1375% 192 - 228 .1350%

282 - 336 .1350% 228 - 264 .1300%

OVER 336 .1325% 264 - 300 .1275%

300 - 336 .1250%

336 - 372 .1225%

372 - 408 .1200%

408 - 444 .1175%

444 - 480 .1150%

480 - 516 .1125%

OVER 516 .1100%

The result at various levels of group net assets is illustrated by the
table below.
EFFECTIVE ANNUAL GROUP FEE RATES
Group Net Present Amended
Assets Contract* Contract
($ billions)

150 .----% .1736%

200 .----% .1652%

250 .----% .1587%

300 .----% .1536%

350 .----% .1494%

400 .----% .1459%

450 .----% .1427%

500 .----% .1399%

550 .----% .1372%

* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on August 1, 1994 and January 1, 1996.
Assets under FMR's management for January 1998 were approximately
$___ billion.
COMPARISON OF MANAGEMENT FEES. For January 1998, average assets under
management by FMR were $___ billion. The fund's management fee rate
under the Amended Contract would have been __%, compared to __% under
the Present Contract. The management fee rate will remain the same
under both the Present Contract and the Amended Contract until assets
under FMR's management exceed $156 billion, at which point the
management fee rate under the Amended Contract begins to decline
relative to the Present Contract. The following chart compares the
fund's management fee as calculated under the terms of the Present
Contract for the fiscal year ended February 28, 1997 to the management
fee the fund would have incurred if the Amended Contract had been in
effect.
Present Contract Amended Contract

Management Management Percentage

Fee* Fee Difference

$ $ %

* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on August 1, 1994 and January 1, 1996.
The following chart compares the fund's management fee under the
terms of the Present Contract for the fiscal year ended January 31,
1998 to the management fee the fund would have incurred if the Amended
Contract had been in effect.
Present Contract Amended Contract

Management Management Percentage

Fee* Fee Difference

$ $ %

* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on August 1, 1994 and January 1, 1996.
MODIFICATION OF MANAGEMENT CONTRACT AMENDMENT PROVISIONS. The Amended
Contract allows FMR and the Trust, on behalf of the fund, to amend the
Management Contract subject to the provisions of Section 15 of the
1940 Act, as modified or interpreted by the Securities and Exchange
Commission. In contrast, the Present Contract explicitly requires the
vote of a majority of the outstanding voting securities of the fund to
authorize all amendments. Generally, the proposed modification to the
Present Contract's amendment provisions will allow FMR and the Trust,
on behalf of the fund, to amend the Management Contract without
shareholder vote IF THE 1940 ACT PERMITS THEM TO DO SO. For example,
under current interpretations of Section 15 of the 1940 Act, the
Amended Contract would give FMR and the Trust the ability to amend the
Management Contract to immediately reflect a management fee decrease
without the delay of having to first conduct a proxy solicitation. In
short, the proposed modification gives FMR and the Trust added
flexibility to amend the Management Contract subject to 1940 Act
constraints. Of course, any future amendments to the Management
Contract would require the approval of the fund's Board of Trustees.
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve
as Trustees are referred to herein as the "Fidelity funds." The Board
of Trustees meets eleven times a year. The Board of Trustees,
including the Independent Trustees, believe that matters bearing on
the appropriateness of the fund's management fees are considered at
most, if not all, of their meetings. While the full Board of Trustees
or the Independent Trustees, as appropriate, act on all major matters,
a significant portion of the activities of the Board of Trustees
(including certain of those described herein) are conducted through
committees. The Independent Trustees meet frequently in executive
session and are advised by independent legal counsel selected by the
Independent Trustees.
The proposal to present the Amended Contract to shareholders was
approved by the Board of Trustees of the fund, including all of the
Independent Trustees on December 18, 1997. The Board of Trustees
considered and approved the modifications to the Group Fee Rate
schedule during the two month periods from November to December 1995
and June to July 1994. The Board of Trustees received materials
relating to the Amended Contract in advance of the meeting at which
the Amended Contract was considered, and had the opportunity to ask
questions and request further information in connection with such
consideration.
INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES. In connection with
their monthly meetings Trustees receive materials specifically
relating to the Amended Contract. These materials include: (i)
information on the investment performance of the fund, a peer group of
funds and an appropriate index or combination of indices, (ii) sales
and redemption data in respect of the fund, (iii) the economic outlook
and the general investment outlook in the markets in which the fund
invests, and (iv) notable changes in the fund's investments. The
Board of Trustees and the Independent Trustees also consider
periodically other material facts such as (1) FMR's results and
financial condition, (2) arrangements in respect of the distribution
of the fund's shares, (3) the procedures employed to determine the
value of the fund's assets, (4) the allocation of the fund's
brokerage, if any, including allocations to brokers affiliated with
FMR, (5) FMR's management of the relationships with the fund's
custodian and subcustodians, (6) the resources devoted to and the
record of compliance with the fund's investment policies and
restrictions and with policies on personal securities transactions and
(7) the nature, cost and audit of non-investment management services
provided by FMR and its affiliates.
In response to questions raised by the Independent Trustees,
additional information was furnished by FMR including, among other
items, information on and analysis of (a) the overall organization of
FMR, (b) the choice of performance indices and benchmarks, (c) the
composition of peer groups of funds, (d) transfer agency and
bookkeeping fees paid to affiliates of FMR, (e) investment
performance, (f) investment management staffing, (g) the potential for
achieving further economies of scale, (h) operating expenses paid to
third parties, and (i) the information furnished to investors,
including the fund's shareholders.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as
all-important or controlling, and the following summary does not
detail all the matters considered. Matters considered by the Board of
Trustees and the Independent Trustees in connection with their
approval of the Amended Contract include the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within
its investment objective and its record of compliance with its
investment restrictions. They also reviewed monthly the fund's
investment performance as well as the performance of a peer group of
mutual funds, and the performance of an appropriate index or
combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees annually review a report detailing the background of the
fund's portfolio manager, and the fund's investment objective and
discipline. The Independent Trustees have also had discussions with
senior management of FMR responsible for investment operations, and
the senior management of Fidelity's money market group. Among other
things they considered the size, education and experience of FMR's
investment staff, its use of technology, and FMR's approach to
recruiting, training and retaining portfolio managers and other
research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent
of administrative and shareholder services performed by FMR and
affiliated companies, both under the Amended Contract and under
separate agreements covering transfer agency functions and pricing,
bookkeeping and securities lending services, if any. The Board of
Trustees and the Independent Trustees have also considered the nature
and extent of FMR's supervision of third party service providers,
principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees
considered the fund's expense ratio and expense ratios of a peer group
of funds. They also considered the amount and nature of fees paid by
shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of
the Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent
Trustees have concluded that the cost allocation methodology employed
by FMR has a reasonable basis and is appropriate in light of all of
the circumstances. They considered the profits realized by FMR in
connection with the operation of the fund and whether the amount of
profit is a fair entrepreneurial profit for the management of the
fund. They also considered the profits realized from non-fund
businesses which may benefit from or be related to the fund's
business. The Board of Trustees and the Independent Trustees also
considered FMR's profit margins in comparison with available industry
data, both accounting for and ignoring marketing expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
considered whether there have been economies of scale in respect of
the management of the Fidelity funds, whether the Fidelity funds
(including the fund) have appropriately benefitted from any economies
of scale, and whether there is potential for realization of any
further economies of scale. The Board of Trustees and the Independent
Trustees have concluded that FMR's mutual fund business presents some
limited opportunities to realize economies of scale and that these
economies are being shared between fund shareholders and FMR in an
appropriate manner. The Independent Trustees have also concluded that
the existing group fee structure should be continued but determined
that it would be appropriate to change the group fee structure as
proposed herein.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent
Trustees also considered the character and amount of fees paid by the
fund and the fund's shareholders for services provided by FMR and its
affiliates, including fees for services like transfer agency, fund
accounting and direct shareholder services. They also considered the
allocation of fund brokerage to brokers affiliated with FMR and the
receipt of sales loads and payments under Rule 12b-1 plans in respect
of certain of the Fidelity funds. The Board of Trustees and the
Independent Trustees also considered the revenues and profitability of
FMR businesses other than its mutual fund business, including FMR's
retail brokerage, correspondent brokerage, capital markets, trust,
investment advisory, pension record keeping, insurance, publishing,
real estate, international research and investment funds, and others.
The Board of Trustees and the Independent Trustees considered the
intangible benefits that accrue to FMR and its affiliates by virtue of
their relationship with the fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the
Independent Trustees considered the benefit to shareholders of
investing in a fund that is part of a large family of funds offering a
variety of investment disciplines and providing for a large variety of
fund and shareholder services. With regard to the proposed
modification to the Present Contract's amendment provisions, the Board
of Trustees and the Independent Trustees considered the benefit to
shareholders of FMR's and the trust's increased flexibility (within
1940 Act constraints) to amend the Management Contract without the
delays and potential costs of a proxy solicitation.
CONCLUSION. Based on their evaluation of all material factors and
assisted by the advice of independent counsel, the Trustees concluded
(i) that the existing management fee structure is fair and reasonable
and (ii) that the proposed modifications to the management fee
structure, that is the reduction of the Group Fee Rate schedule, and
the proposed modification to the Present Contract's amendment
provisions are in the best interest of the fund's shareholders. The
Board of Trustees, including the Independent Trustees, voted to
approve the submission of the Amended Contract to shareholders of the
fund and recommends that shareholders of the fund vote FOR the Amended
Contract. If approved, the Amended Contract will take effect on the
first day of the first month following shareholder approval.
6. TO APPROVE A SUB-ADVISORY AGREEMENT WITH FMR U.K. FOR AMERICAN GOLD
PORTFOLIO.
In conjunction with its portfolio management responsibilities on
behalf of American Gold Portfolio, FMR proposes to enter into
sub-advisory agreements with affiliates whose offices are
geographically dispersed around the world. To strengthen these
relationships, the Board of Trustees proposes that shareholders of the
fund approve a sub-advisory agreement (the Proposed Agreement) between
FMR U.K. and FMR on behalf of the fund. The Proposed Agreement would
allow FMR not only to receive investment advice and research services
from FMR U.K., but also would permit FMR to grant FMR U.K. investment
management authority if FMR believes it would be beneficial to the
fund and its shareholders. Because FMR would pay all of FMR U.K.'s
fees, the Proposed Agreement would not affect the fees paid by the
fund to FMR.
On December 18, 1997, the Board of Trustees agreed to submit the
Proposed Agreement to shareholders of the fund pursuant to a unanimous
vote of both the full Board of Trustees and those Trustees who were
not "interested persons" of the trust or FMR. FMR provided substantial
information to the Trustees to assist them in their deliberations. The
Trustees determined that allowing FMR to receive investment advice and
research services from FMR U.K. as well as to grant investment
management authority to FMR U.K. would provide FMR increased
flexibility in the assignment of portfolio managers and give the fund
access to managers located abroad who may have more specialized
expertise with respect to local companies and markets. Additionally,
the Trustees believe that the fund and its shareholders may benefit
from giving FMR, through FMR U.K., the ability to execute portfolio
transactions from points in Europe that are physically closer to
foreign issuers and the primary markets in which their securities are
traded. Increasing FMR's proximity to foreign markets should enable
the fund to participate more readily in full trading sessions on
foreign exchanges, and to react more quickly to changing market
conditions. A copy of the Proposed Agreement is attached to this proxy
statement as Exhibit 4.
FMR U.K., with its principal office in London, England is a
wholly-owned subsidiary of FMR established in 1986 to provide
investment research to FMR with respect to foreign securities. This
research complements other research on foreign securities produced by
FMR's U.S.-based research analysts and portfolio managers, or obtained
from broker-dealers or other sources.
FMR U.K. may also provide investment advisory services to FMR with
respect to other investment companies for which FMR serves as
investment adviser, and to other clients. Currently, FMR U.K.'s only
client other than FMR is Fidelity International Limited (FIL), an
affiliate of FMR organized under the laws of Bermuda. FIL provides
investment advisory services to non-U.S. investment companies and
institutional investors investing in securities of issuers throughout
the world. Edward C. Johnson 3d, President and a Trustee of the trust,
is Chairman and a Director of FMR U.K., Chairman, and a Director of
FIL, and a principal stockholder of both FIL and FMR. For more
information on FMR U.K., see the section entitled "Activities and
Management of FMR U.K. and FMR Far East" on page 58.
Under the Proposed Agreement, FMR U.K. could act as an investment
consultant to FMR and could supply FMR with investment research
information and portfolio management advice as FMR reasonably requests
on behalf of the fund. FMR U.K. would provide investment advice and
research services with respect to issuers located outside of the
United States focusing primarily on companies based in Europe. Under
the Proposed Agreement with FMR U.K., FMR, NOT THE FUND, would pay FMR
U.K.'s fee equal to 110% of its costs incurred for providing
investment advice and research services.
Under the Proposed Agreement, FMR could also grant investment
management authority with respect to all or a portion of the fund's
assets to FMR U.K. If FMR U.K. were to exercise investment management
authority on behalf of the fund, it would be required, subject to the
supervision of FMR, to direct the investments of the fund in
accordance with the fund's investment objective, policies, and
limitations as provided in the fund's prospectus or other governing
instruments and such other limitations as the fund may impose by
notice in writing to FMR or FMR U.K. If FMR grants investment
management authority to FMR U.K. with respect to all or a portion of
the fund's assets, FMR U.K. would be authorized to buy or sell stocks,
bonds, and other securities for the fund subject to the overall
supervision of FMR and the Board of Trustees. In addition, the
Proposed Agreement would authorize FMR to delegate other investment
management services to FMR U.K., including, but not limited to,
currency management services (including buying and selling currency
options and entering into currency forward and futures contracts on
behalf of the fund), other transactions in futures contracts and
options, and borrowing or lending portfolio securities. If any of
these investment management services were delegated, FMR U.K. would
continue to be subject to the control and direction of FMR and the
Board of Trustees and to be bound by the investment objective,
policies, and limitations of the fund.
THE PROPOSED AGREEMENT WOULD NOT INCREASE THE FEES PAID TO FMR BY
EACH FUND. To the extent that FMR granted investment management
authority to FMR U.K., FMR would pay FMR U.K. 50% of its monthly
management fee with respect to the average net assets managed on a
discretionary basis by FMR U.K. for investment management.
If approved by shareholders, the Proposed Agreement would take effect
on the first day of the first month following approval and would
continue in force until July 31, 1998 and from year to year
thereafter, but only as long as its continuance was approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Trustees who are not "interested
persons" of the trust or FMR and (ii) the vote of either a majority of
the Trustees or by the vote of a majority of the outstanding shares of
the fund.
The Proposed Agreement could be transferred to a successor of FMR
U.K. without resulting in its termination and without shareholder
approval, as long as the transfer did not constitute an assignment
under applicable securities laws and regulations. The Proposed
Agreement would be terminable on 60 days' written notice by either
party to the agreement and the Proposed Agreement would terminate
automatically in the event of its assignment.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. If the Proposed Agreement is approved by
shareholders, the Proposed Agreement will take effect on the first day
of the first month following approval. If the Proposed Agreement is
not approved, FMR will consider alternative means of obtaining the
investment services to be provided under the Proposed Agreement.
7. TO APPROVE A SUB-ADVISORY AGREEMENT WITH FMR FAR EAST FOR AMERICAN
GOLD PORTFOLIO.
In conjunction with its portfolio management responsibilities on
behalf of American Gold Portfolio, FMR proposes to enter into
sub-advisory agreements with affiliates whose offices are
geographically dispersed around the world. To strengthen these
relationships, the Board of Trustees proposes that shareholders of the
fund approve a sub-advisory agreement (the Proposed Agreement) between
FMR Far East and FMR on behalf of the fund. The Proposed Agreement
would allow FMR not only to receive investment advice and research
services from FMR Far East, but also would permit FMR to grant FMR Far
East investment management authority if FMR believes it would be
beneficial to the fund and its shareholders. Because FMR would pay all
of FMR Far East's fees, the Proposed Agreement would not affect the
fees paid by the fund to FMR.
On December 18, 1997, the Board of Trustees agreed to submit the
Proposed Agreement to shareholders of the fund pursuant to a unanimous
vote of both the full Board of Trustees and those Trustees who were
not "interested persons" of the trust or FMR. FMR provided substantial
information to the Trustees to assist them in their deliberations. The
Trustees determined that allowing FMR to receive investment advice and
research services from FMR Far East as well as to grant investment
management authority to FMR Far East would provide FMR increased
flexibility in the assignment of portfolio managers and give the fund
access to managers located abroad who may have more specialized
expertise with respect to local companies and markets. Additionally,
the Trustees believe that the fund and its shareholders may benefit
from giving FMR, through FMR Far East, the ability to execute
portfolio transactions from points in the Far East that are physically
closer to foreign issuers and the primary markets in which their
securities are traded. Increasing FMR's proximity to foreign markets
should enable the fund to participate more readily in full trading
sessions on foreign exchanges, and to react more quickly to changing
market conditions. A copy of the Proposed Agreement is attached to
this proxy statement as Exhibit 5.
FMR Far East, with its principal office in Tokyo, Japan is a
wholly-owned subsidiary of FMR established in 1986 to provide
investment research to FMR with respect to foreign securities. This
research complements other research on foreign securities produced by
FMR's U.S.-based research analysts and portfolio managers, or obtained
from broker-dealers or other sources.
FMR Far East may also provide investment advisory and management
services to FMR with respect to other investment companies for which
FMR serves as investment adviser, and to other clients. Currently, FMR
Far East's only client other than FMR is Fidelity International
Limited (FIL), an affiliate of FMR organized under the laws of
Bermuda. FIL provides investment advisory services to non-U.S.
investment companies and institutional investors investing in
securities of issuers throughout the world. Edward C. Johnson 3d,
President and a Trustee of the trust, is Chairman and a Director of
FMR Far East, Chairman, and a Director of FIL, and a principal
stockholder of both FIL and FMR. For more information on FMR Far East,
see the section entitled "Activities and Management of FMR U.K. and
FMR Far East" on page 58.
Under the Proposed Agreement, FMR Far East could act as an investment
consultant to FMR and could supply FMR with investment research
information and portfolio management advice as FMR reasonably requests
on behalf of the fund. FMR Far East would provide investment advice
and research services with respect to issuers located outside of the
United States focusing primarily on companies based in the Far East.
Under the Proposed Agreement with FMR Far East, FMR, NOT THE FUND,
would pay FMR Far East's fee equal to 105% of its costs incurred for
providing investment advice and research services.
Under the Proposed Agreement, FMR could also grant investment
management authority with respect to all or a portion of the fund's
assets to FMR Far East. If FMR Far East were to exercise investment
management authority on behalf of the fund, it would be required,
subject to the supervision of FMR, to direct the investments of the
fund in accordance with the fund's investment objective, policies, and
limitations as provided in the fund's prospectus or other governing
instruments and such other limitations as the fund may impose by
notice in writing to FMR or FMR Far East. If FMR grants investment
management authority to FMR Far East with respect to all or a portion
of the fund's assets, FMR Far East would be authorized to buy or sell
stocks, bonds, and other securities for the fund subject to the
overall supervision of FMR and the Board of Trustees. In addition, the
Proposed Agreement would authorize FMR to delegate other investment
management services to FMR Far East, including, but not limited to,
currency management services (including buying and selling currency
options and entering into currency forward and futures contracts on
behalf of the fund), other transactions in futures contracts and
options, and borrowing or lending portfolio securities. If any of
these investment management services were delegated, FMR Far East
would continue to be subject to the control and direction of FMR and
the Board of Trustees and to be bound by the investment objective,
policies, and limitations of the fund.
THE PROPOSED AGREEMENT WOULD NOT INCREASE THE FEES PAID TO FMR BY THE
FUND. To the extent that FMR granted investment management authority
to FMR Far East, FMR would pay FMR Far East 50% of its monthly
management fee with respect to the average net assets managed on a
discretionary basis by FMR Far East for investment management
services.
If approved by shareholders, the Proposed Agreement would take effect
on the first day of the first month following approval and would
continue in force until July 31, 1998 and from year to year
thereafter, but only as long as its continuance was approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Trustees who are not "interested
persons" of the trust or FMR and (ii) the vote of either a majority of
the Trustees or by the vote of a majority of the outstanding shares of
the fund.
The Proposed Agreement could be transferred to a successor of FMR Far
East without resulting in its termination and without shareholder
approval, as long as the transfer did not constitute an assignment
under applicable securities laws and regulations. The Proposed
Agreement would be terminable on 60 days' written notice by either
party to the agreement and the Proposed Agreement would terminate
automatically in the event of its assignment.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. If the Proposed Agreement is approved by
shareholders, the Proposed Agreement will take effect on the first day
of the first month following approval. If the Proposed Agreement is
not approved, FMR will consider alternative means of obtaining the
investment services to be provided under the Proposed Agreement.
OVERVIEW OF PROPOSED CHANGES TO FUNDAMENTAL POLICIES OF EACH OF THE
EQUITY FUNDS (EXCEPT AMERICAN GOLD PORTFOLIO, CYCLICAL INDUSTRIES
PORTFOLIO, NATURAL RESOURCES PORTFOLIO, AND BUSINESS SERVICES AND
OUTSOURCING PORTFOLIO) AND THE MONEY MARKET FUND.
Except for Precious Metals and Minerals Portfolio, each of the equity
funds named above currently has a fundamental policy (unable to be
changed without shareholder approval) that requires it to normally
invest at least 80%, and in no event less than 25%, of its assets in
securities of companies "principally engaged in" the business
activities identified for that fund. For example, the Energy Portfolio
must normally invest at least 80% of its assets in companies that are
principally engaged in the energy field (such as oil, gas, electricity
and coal). Both Precious Metals and Minerals Portfolio and Money
Market Portfolio have comparable 80% fundamental policies that differ
in various ways from the general equity fund policy above (see
Proposal 8(a)).
Each of the equity funds named above also has a related fundamental
policy that establishes the criteria for determining when a company is
to be considered "principally engaged in" a particular business
activity. The policy states that a company is considered to be
"principally engaged in" a designated business activity if at least
50% of its assets, gross income or net profits are committed to, or
derived from, that activity.
In addition to the 80% investment policy above, each fund also has a
fundamental policy that generally requires the fund to invest
primarily in companies engaged in the business activities identified
for the fund. The Trustees do NOT propose to change these policies in
any way. See Exhibit 6 on page 129 for a description of each fund's
"primarily invests in" policy.
In February 1997, the SEC proposed a new rule governing the use of
mutual fund names (Name Test Rule), which, upon its adoption, is
likely to apply to the Select Portfolios. As proposed, the Name Test
Rule requires, among other things, that a mutual fund with a name that
suggests that the fund focuses its investments in securities of
issuers in a particular industry to invest at least 80% of its assets
in securities of issuers in that industry. It is not known what the
final rule will require. FMR anticipates that the SEC will adopt a
definitive version of the Name Test Rule later in 1998.
When the SEC adopts a definitive version of the Name Test Rule, it is
possible that some or all of the funds will have to modify their
existing fundamental 80% investment policies to comply with the
adopted rule. Accordingly, the Trustees propose that each fund's
existing 80% fundamental policy (and related 50% "principally engaged
in" policy) be made non-fundamental (future changes to the policies
would only require approval by the Board of Trustees, not
shareholders) in advance of the Name Test Rule's adoption. Thus, when
the SEC adopts a definitive Name Test Rule, the Trustees will be able
to modify the funds' policies to comply with the rule without the
delay and expense of a shareholder meeting.
In addition to making the 80% and 50% "principally engaged in"
investment policies non-fundamental, the Trustees, for the reasons
discussed below, also propose to modify the existing "principally
engaged in" test to broaden the criteria used for determining when a
company is considered to be "principally engaged in" a business
activity (see Proposal 8(b) for more details). Other than making the
funds' 80% policies and 50% "principally engaged in" policies
non-fundamental and modifying the "principally engaged in" test as
described below, the Trustees do not propose to make any other policy
changes at this time.
Specifically, the Trustees first propose, and recommend that
shareholders approve, making each fund's existing 80% policy
non-fundamental. If shareholders approve this proposal, the Trustees
intend to adopt unchanged the previously fundamental 80% policy as a
new non-fundamental policy of the fund. Secondly, the Trustees
propose, and recommend that shareholders approve, making the
"principally engaged in" policy non-fundamental. If shareholders
approve this proposal, the Trustees intend to modify the "principally
engaged in" test in the manner described in Proposal 8(b) and adopt
the modified test as a new non-fundamental policy of the fund. When
the SEC releases the definitive version of the Name Test Rule, the SEC
may require that these newly adopted non-fundamental policies be
further modified to conform to the requirements of the rule.
Approval of the proposals will not alter any fundamental policy
requiring a fund to invest primarily in companies engaged in business
activities identified for the fund. All such policies will remain
unchanged as fundamental policies of the funds.
The following discussion provides the specifics of each proposal and
should be referred to for more detailed information. American Gold
Portfolio shareholders should refer to Proposals 9(a) and 9(b), which
relate specifically to that fund.
8(A) TO MAKE THE FUNDS' CURRENT FUNDAMENTAL 80% INVESTMENT POLICY
NON-FUNDAMENTAL (MONEY MARKET PORTFOLIO AND EACH OF THE EQUITY FUNDS
EXCEPT AMERICAN GOLD PORTFOLIO, CYCLICAL INDUSTRIES PORTFOLIO, NATURAL
RESOURCES PORTFOLIO, AND BUSINESS SERVICES AND OUTSOURCING PORTFOLIO).
The current fundamental 80% policy for each equity fund named above
(except Precious Metals and Minerals Portfolio) is as follows:
"Normally, at least 80%, and in no event less than 25%, of its assets
will be invested in securities of companies principally engaged in the
business activities identified for that fund."
The current fundamental 80% policy for Precious Metals and Minerals
Portfolio is as follows:
"Under normal conditions, Precious Metals and Minerals will invest at
least 80% of its assets in (i) securities of companies principally
engaged in exploration, mining, processing, or dealing in gold,
silver, platinum, diamonds, or other precious metals and minerals, and
(ii) precious metals."
Money Market Portfolio's current fundamental 80% policy is as
follows:
"At all times, 80% or more of the fund's assets will be invested in
money market instruments."
The Board of Trustees has approved, and recommends that the
shareholders of each fund approve, making each of the fundamental 80%
policies above non-fundamental. If shareholders approve this proposal,
the Trustees intend to adopt unchanged each fund's previously
fundamental 80% policy as a new non-fundamental policy of the fund.
Each fund's new non-fundamental 80% policy is subject to further
change upon release of the definitive Name Test Rule.
Each equity fund named above also has a fundamental policy that
generally requires the fund to invest no less than 25% of its assets
in securities of companies principally engaged in the business
activities identified for the fund. If the proposal is approved, this
25% minimum requirement would remain unchanged as a fundamental policy
for each equity fund.
Approval of the proposal will give the Trustees the flexibility to
conform each fund's 80% policy to the requirements of the final Name
Test Rule without the costs and delays of a shareholder meeting. Any
future changes to the 80% policy would require the Board of Trustees'
approval, but would not require shareholder approval.
Approval of the proposal will not alter any fundamental policy
requiring a fund to invest primarily in companies engaged in business
activities identified for the fund. All such policies will remain
unchanged as fundamental policies of the funds.
The Trustees anticipate that approval of the proposal will have no
material effect on a fund or its investment operations.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit each fund and its shareholders. The Trustees recommend
voting FOR the proposal. Following shareholder approval, the proposed
non-fundamental policy will become effective when the funds'
disclosure is revised to reflect the changes. If the proposal is not
approved by the shareholders of a fund, that fund's current
fundamental policy will remain in effect.
8(B) TO MAKE THE FUNDS' CURRENT FUNDAMENTAL 50% "PRINCIPALLY ENGAGED
IN" POLICIES NON-FUNDAMENTAL AND TO APPROVE CHANGES TO THE POLICIES
(EACH OF THE EQUITY FUNDS EXCEPT AMERICAN GOLD PORTFOLIO, CYCLICAL
INDUSTRIES PORTFOLIO, NATURAL RESOURCES PORTFOLIO, AND BUSINESS
SERVICES AND OUTSOURCING PORTFOLIO).
Each of the equity funds named above currently has a fundamental 50%
"principally engaged in" policy, which reads as follows:
"A company is considered to be "principally engaged" in a designated
business activity if at least 50% of its assets, gross income, or net
profits are committed to, or derived from, that activity."
The Board of Trustees has approved, and recommends that the
shareholders of each fund approve, making the existing 50%
"principally engaged in" policy non-fundamental. If shareholders
approve this proposal, the Trustees intend to modify each fund's
"principally engaged in" test in the manner described below and adopt
the modified test as a new non-fundamental policy of the fund. The new
non-fundamental policy is subject to further change upon release of
the definitive Name Test Rule.
PROPOSED NON-FUNDAMENTAL PRINCIPALLY ENGAGED IN POLICY
The proposed non-fundamental "principally engaged in" policy for each
fund is as follows (material to be added is ((underlined)) and
material to be deleted is [bracketed]).
"A company is considered to be "principally engaged" in a designated
business activity if (((i))) at least 50% of its assets, [gross]
income, ((sales)) or [net] profits are committed to, or derived from,
[that] ((the business)) activity((; or (ii) a third party has given
the company an industry or sector classification consistent with the
designated business activity))."
Briefly stated, the proposed policy differs from the existing policy
in three significant ways: (i) it is non-fundamental and may be
changed by the Trustees in the future without shareholder approval;
(ii) it broadens the 50% "principally engaged in" test of the existing
policy, i.e., it uses "assets, income, sales or profits" as
determining criteria as opposed to "assets, gross income, or net
profits"; and (iii) it adds a second alternative test for determining
whether a company is to be considered principally engaged in a
specific business activity, i.e., whether the company in question has
received an industry or sector classification from a third party that
is consistent with the business activity.
By adding the second test and allowing a fund to use a variety of
third party sources for making "principally engaged in"
determinations, the proposed policy will allow the fund greater access
to companies commonly considered to be in industries consistent with
the fund's designated business activities. For example, under the new
policy, a fund could rely on company industry or sector
classifications made by widely recognized securities index publishers,
such as Standard & Poor's or Dow Jones. Moreover, the proposed policy
will facilitate compliance monitoring by allowing a fund to rely on
more comprehensive, accessible sources of industry classifications.
Approval of the proposal will also give the Trustees the flexibility
to conform each fund's "principally engaged in" policy to the
requirements of the final Name Test Rule without the costs and delays
of a shareholder meeting. As mentioned, any future changes to the
policy would require the Board of Trustees' approval, but would not
require shareholder approval.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit each fund and its shareholders. The Trustees recommend
voting FOR the proposal. Following shareholder approval, the proposed
non-fundamental policy will become effective when the funds'
disclosure is revised to reflect the changes. If the proposal is not
approved by the shareholders of a fund, that fund's current
fundamental policy will remain in effect.
OVERVIEW OF PROPOSED CHANGES TO FUNDAMENTAL POLICIES OF AMERICAN GOLD
PORTFOLIO.
American Gold Portfolio currently has a fundamental policy (unable to
be changed without shareholder approval) that requires it to normally
invest at least 80% of its assets in securities of North, Central and
South American companies engaged in gold-related activities, and in
gold bullion or coins (see Proposal 9(a)). In addition, like the other
equity funds, American Gold Portfolio has an identical fundamental 50%
"principally engaged in" policy; i.e., a company is considered to be
"principally engaged in" a designated business activity if at least
50% of its assets, gross income or net profits are committed to, or
derived from, that activity.
The Trustees propose, and recommend that shareholders approve, making
the fund's existing 80% policy non-fundamental (future changes to the
policies would only require approval by the Board of Trustees, not
shareholders). If shareholders approve this proposal, the Trustees
intend to modify the policy to remove the words "North, Central and
South American" (thereby allowing the fund to invest more
significantly outside these regions) and to adopt the modified policy
as a new non-fundamental policy of the fund. Upon implementation of
the new 80% policy, the fund's name would be changed to "Gold
Portfolio." Secondly, the Trustees propose, and recommend that
shareholders approve, making the fund's existing "principally engaged
in" policy non-fundamental. If shareholders approve this proposal, the
Trustees intend to modify the policy in the manner described in
Proposal 9(b) and adopt the modified policy as a new non-fundamental
policy of the fund.
In addition to the 80% investment policy described above, American
Gold Portfolio also has a fundamental policy that requires the fund to
invest primarily in companies engaged in exploration, mining,
processing, or dealing in gold, or, to a lesser degree, in silver,
platinum, diamonds, or other precious metals and minerals. The
Trustees do NOT propose to change this policy in any way.
By making the fund's 80% and "principally engaged in" policies
non-fundamental, the Trustees will also be able to react quickly when
the SEC adopts a definitive version of its proposed name test rule
(Name Test Rule). The SEC first proposed the rule in February 1997.
The rule governs the use of mutual fund names and, upon its adoption,
is likely to apply to American Gold Portfolio. As proposed, the Name
Test Rule requires, among other things, that a mutual fund with a name
that suggests that the fund focuses its investments in securities of
issuers in a particular industry to invest at least 80% of its assets
in securities of issuers in that industry. It is not known what the
final rule will require. FMR anticipates that the SEC will adopt a
definitive version of the Name Test Rule later in 1998.
When the SEC adopts a definitive version of the Name Test Rule, it is
possible that the fund will have to modify its 80% investment policy
to comply with the adopted rule. By making the fund's 80% policy (and
related 50% "principally engaged in" policy) non-fundamental in
advance of the Name Test Rule's adoption, the Trustees will be able to
modify these policies to comply with the rule without the delay and
expense of a shareholder meeting.
Approval of the proposals will not alter the fund's fundamental
policy requiring it to invest primarily in companies engaged in
exploration, mining, processing, or dealing in gold, or to a lesser
degree, in silver, platinum, diamonds, or other precious metals and
minerals. This policy will remain unchanged as a fundamental policy of
the fund.
The following discussion provides the specifics of each proposal and
should be referred to for more detailed information. Proposal 9(b) is
substantially identical to Proposal 8(b).
9(A) TO MAKE AMERICAN GOLD PORTFOLIO'S CURRENT FUNDAMENTAL 80%
INVESTMENT POLICY NON-FUNDAMENTAL AND TO APPROVE CHANGES TO THE
POLICY.
The fund's current fundamental 80% policy is as follows:
"Normally at least 80% of the fund's assets will be invested in
securities of North, Central and South American companies engaged in
gold-related activities, and in gold bullion or coins."
The Board of Trustees has approved, and recommends that the
shareholders of the fund approve, making the fundamental 80% policy
above non-fundamental. If shareholders approve this proposal, the
Trustees intend to modify the fund's 80% policy in the manner
described below and adopt the modified policy as a new non-fundamental
policy of the fund. The new non-fundamental policy is subject to
further change upon release of the definitive Name Test Rule. Any
future changes to the 80% policy would require the Board of Trustees'
approval, but would not require shareholder approval.
Approval of the proposal will not affect the fund's fundamental
policy that generally requires the fund to invest no less than 25% of
its assets in securities of companies principally engaged in
gold-related activities. If the proposal is approved, this 25% minimum
requirement would remain as a fundamental policy of the fund.
PROPOSED NON-FUNDAMENTAL 80% POLICY.
The fund's proposed non-fundamental 80% policy would no longer
include the words "North, Central and South American" thereby allowing
the fund greater flexibility to invest globally rather than focusing
on issuers located in the Americas. The proposed policy is as follows
(material to be deleted is [bracketed]):

"Normally at least 80% of the fund's assets will be invested in
securities of [North, Central and South American] companies engaged in
gold-related activities, and in gold bullion or coins."
Upon implementation of the new policy, the fund's name will change to
"Gold Portfolio."
When the fund commenced operations in 1985, the political climate in
South Africa was turbulent, there was widespread disapproval of
apartheid, and the U.S. Government had imposed restrictions on
investing in that country. Consequently, American Gold Portfolio
focused on the American continents for its investments. In the early
1990's, due to positive political developments, including the
elimination of apartheid, the U.S. Government lifted legal
restrictions on investing in South Africa.
The Trustees believe that it is appropriate at this time to amend the
fund's 80% policy to allow the fund to invest more extensively in
South African and other non-American companies. This shift to a global
strategy will allow the fund to greater diversify its investments.
Currently, the fund can invest up to 20% of its assets outside of the
Americas. Approval of the proposed non-fundamental investment policy
would allow the fund to invest up to 100% of its assets anywhere in
the world. By allowing the fund to invest more significantly outside
the United States, the proposed policy may expose the fund to greater
foreign risk, including risks specific to investing in South Africa.
Investments in foreign securities generally involve increased
political and economic risk as well as exposure to currency
fluctuations. The proposed policy will not change, however, the
primary risk of the fund: the risk associated with investing in gold
and gold-related securities.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. Following shareholder approval, the proposed
non-fundamental policy and name change will become effective when the
fund's disclosure is revised to reflect the changes. If the proposal
is not approved by the shareholders of the fund, the fund's current
fundamental policy and current name will remain in effect.
9(B) TO MAKE AMERICAN GOLD PORTFOLIO'S CURRENT FUNDAMENTAL 50%
"PRINCIPALLY ENGAGED IN" POLICY NON-FUNDAMENTAL AND TO APPROVE CHANGES
TO THE POLICY.
The fund's current fundamental 50% "principally engaged in" policy
for determining eligible investments is as follows:
"A company is considered to be principally engaged in a designated
business activity if at least 50% of its assets, gross income, or net
profits are committed to, or derived from, that activity."
The Board of Trustees has approved, and recommends that the
shareholders of the fund approve, making the existing 50% "principally
engaged in" policy non-fundamental. If shareholders approve this
proposal, the Trustees intend to modify the fund's "principally
engaged in" test in the manner described below and adopt the modified
test as a new non-fundamental policy of the fund. The new
non-fundamental policy is subject to further change upon release of
the definitive Name Test Rule.
PROPOSED NON-FUNDAMENTAL PRINCIPALLY ENGAGED IN POLICY
The proposed non-fundamental "principally engaged in" policy for the
fund is as follows (material to be added is ((underlined)) and
material to be deleted is [bracketed]).
"A company is considered to be principally engaged in a designated
business activity if (((i))) at least 50% of its assets, [gross]
income, ((sales)) or [net] profits are committed to, or derived from,
[that] ((the business)) activity((; or (ii) a third party has given
the company an industry or sector classification consistent with the
designated business activity))."
Briefly stated, the proposed policy differs from the existing policy
in three significant ways: (i) it is non-fundamental and may be
changed by the Trustees in the future without shareholder approval;
(ii) it broadens the 50% "principally engaged in" test of the existing
policy, i.e., it uses "assets, income, sales or profits" as
determining criteria as opposed to "assets, gross income, or net
profits"; and (iii) it adds a second alternative test for determining
whether a company is to be considered principally engaged in a
specific business activity, i.e., whether the company in question has
received an industry or sector classification from a third party that
is consistent with the business activity.
By adding the second test and allowing a fund to use a variety of
third party sources for making "principally engaged in"
determinations, the proposed policy will allow the fund greater access
to companies commonly considered to be in industries consistent with
the fund's designated business activities. For example, under the new
policy, a fund could rely on company industry or sector
classifications made by widely recognized securities index publishers,
such as Standard & Poor's or Dow Jones. Moreover, the proposed policy
will facilitate compliance monitoring by allowing a fund to rely on
more comprehensive, accessible sources of industry classifications.
Approval of the proposal will also give the Trustees the flexibility
to conform the fund's "principally engaged in" policy to the
requirements of the final Name Test Rule without the costs and delays
of a shareholder meeting. As mentioned, any future changes to the
policy would require the Board of Trustees' approval, but would not
require shareholder approval.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. Following shareholder approval, the proposed
non-fundamental policy will become effective when the fund's
disclosure is revised to reflect the changes. If the proposal is not
approved by the shareholders of the fund, the fund's current
fundamental policy will remain in effect.
10. TO MAKE THE CURRENT FUNDAMENTAL 15% "PRINCIPALLY ENGAGED IN"
POLICY FOR BROKERAGE AND INVESTMENT MANAGEMENT PORTFOLIO AND FINANCIAL
SERVICES PORTFOLIO NON-FUNDAMENTAL.
Currently, both Brokerage and Investment Management Portfolio and
Financial Services Portfolio have a fundamental policy stating that an
issuer that derives more than 15% of revenues or profits from
brokerage or investment management activities is considered to be
"principally engaged in" the business activities identified for those
funds. These two funds adopted this policy to be consistent with the
SEC's definition of companies engaged in "securities related
businesses" that is contained in Rule 12d3-1 under the 1940 Act.
When the SEC adopts a definitive version of the Name Test Rule, it is
possible that each fund will also have to modify the foregoing policy
to comply with the adopted rule. Before it could modify its policy,
each fund would have to seek shareholder approval of any required
conforming changes. Accordingly, the Trustees propose that each fund's
policy be made non-fundamental in advance of the Name Test Rule's
adoption. Thus, when the SEC adopts a definitive Name Test Rule, the
Trustees will have the ability to modify the policies to comply with
the rule without the delay and expense of a shareholder meeting.
The Board of Trustees has approved, and recommends that the
shareholders of each fund approve, making the fundamental policies
above non-fundamental. If shareholders approve this proposal, the
Trustees intend to adopt unchanged each fund's previously fundamental
policy as a new non-fundamental policy of the fund. Each fund's new
non-fundamental 15% policy is subject to further change upon release
of the definitive Name Test Rule.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit each fund and its shareholders. The Trustees recommend
voting FOR the proposal. Following shareholder approval, the
non-fundamental policy will become effective when the funds'
disclosure is revised to reflect the changes. If the proposal is not
approved by the shareholders of a fund, that fund's current
fundamental policy will remain in effect.
11. TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATIONS CONCERNING
DIVERSIFICATION FOR FINANCIAL SERVICES PORTFOLIO, HOME FINANCE
PORTFOLIO, REGIONAL BANKS PORTFOLIO, AND MONEY MARKET PORTFOLIO.
The money market fund's current fundamental investment limitation
concerning diversification is as follows:
"The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) 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."
The current fundamental investment limitations concerning
diversification for Financial Services Portfolio, Home Finance
Portfolio, and Regional Banks Portfolio are as follows:
"The fund may not with respect to 75% of 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, more than 5% of its total assets would be invested in
the securities of that issuer."
and
"The fund may not purchase the securities of any issuer (except
securities issued or guaranteed by the United States government or its
agencies or instrumentalities) if, as a result, more than 10% of the
outstanding voting securities of that issuer would be owned by the
fund."
The Trustees recommend that shareholders of each fund vote to replace
the current fundamental investment limitation for the money market
fund and current fundamental investment limitations for Financial
Services Portfolio, Home Finance Portfolio, and Regional Banks
Portfolio with the following amended fundamental investment limitation
governing diversification:
"The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as
a result, (a) more than 5% of the fund's total assets would be
invested in the securities of that issuer, or (b) the fund would hold
more than 10% of the outstanding voting securities of that issuer."
For the money market fund, the amended fundamental diversification
limitation makes one change from the current limitation; it would
permit the fund, subject to applicable 1940 Act requirements, to
invest without limit in the securities of other investment companies.
Pursuant to an order of exemption granted by the SEC, the fund may
invest up to 25% of total assets in non-publicly offered money market
funds (the Central Funds) managed by FMR or an affiliate of FMR. The
Central Funds do not currently pay investment advisory, management, or
transfer agent fees, but do pay minimal fees for services, such as
custodian, auditor, and Independent Trustees fees. If the proposal is
approved the fund may increase its investment in the Central Funds in
addition to investing directly in money market securities. FMR
believes that the fund will benefit by having the Central Funds
available as an investment alternative without having to incur the
cost of a shareholder meeting.
For Financial Services Portfolio, Home Finance Portfolio, and
Regional Banks Portfolio, the amended fundamental diversification
limitation makes two changes from the current limitation. First,
subject to applicable 1940 Act requirements, it would permit each fund
to invest without limit in the securities of other investment
companies. Pursuant to an order of exemption granted by the SEC, each
fund may invest up to 25% of total assets in non-publicly offered
money market or short-term bond funds (the Central Funds) managed by
FMR or an affiliate of FMR. The Central Funds do not currently pay
investment advisory, management, or transfer agent fees, but do pay
minimal fees for services, such as custodian, auditor, and Independent
Trustees fees. FMR anticipates that the Central Funds will benefit
each fund by enhancing the efficiency of cash management and by
providing increased short-term investment opportunities. If the
proposal is approved, the Central Funds are expected to serve as a
principal option for cash investment for each fund. Second, the
amended fundamental limitation would allow each fund, with respect to
25% of its total assets, to hold more than 10% of the voting
securities of any issuer. The percentage limits in the proposed
fundamental limitation concerning diversification are the percentage
limitations imposed by the 1940 Act for diversified investment
companies. The fund will continue to be required to invest 75% of its
total assets so that no more than 5% of total assets are invested in
any one issuer, and will now be required to invest 75% of its total
assets so that the fund owns no more than 10% of the voting securities
of any such issuer. FMR does not currently expect that approval of
this proposal will materially affect the way in which each fund is
managed with regard to a fund's holding more than 10% of the voting
securities of an issuer.
If the new fundamental investment limitation is adopted as proposed,
the money market fund will continue to follow the following
non-fundamental diversification limitation previously adopted by the
Board of Trustees for the fund:
"The fund does not currently intend to purchase a security (other
than securities issued or guaranteed by the U.S. Government or any of
its agencies or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of a single
issuer; provided that the fund may invest up to 25% of its total
assets in the first tier securities of a single issuer for up to three
business days. (This limit does not apply to securities of other
open-end investment companies managed by FMR or a successor or
affiliate purchased pursuant to an exemptive order granted by the
SEC.)"
The non-fundamental investment limitation reflects the limitations
imposed by regulations applicable to taxable money market funds and
the SEC exemptive order discussed above. Money Market Portfolio
intends to interpret the fundamental and non-fundamental investment
limitations in accordance with SEC regulations applicable to money
market funds. The non-fundamental limitation stated above could change
as a result of recently adopted regulations applicable to money market
funds, but it is not expected that these changes would impact how the
fund is managed.
If this proposal is approved, the amended fundamental diversification
limitations cannot be changed without the approval of the shareholders
and the non-fundamental limitation cannot be changed without the
approval of the Board of Trustees.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund and its shareholders. The Trustees
recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective when the disclosure is revised to reflect the changes. If
the proposal is not approved by the shareholders of a fund, that
fund's current fundamental diversification limitation will remain
unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the
Meeting, it is the intention that proxies that do not contain specific
instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to
a number of investment companies. Information concerning the advisory
fees, net assets, and total expenses of funds with investment
objectives similar to the equity funds and advised by FMR is contained
in the Table of Average Net Assets and Expense Ratios in Exhibit 7
beginning on page 133. Information concerning the advisory fees, net
assets, and total expenses of funds with investment objectives similar
to the money market funds and advised by FMR is contained in the Table
of Average Net Assets and Expense Ratios in Exhibit 8 beginning on
page 137.
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions that have occurred to date have included 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.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board
and of the Executive Committee; Robert C. Pozen, President; and Peter
S. Lynch, Vice Chairman. Each of the Directors is also a Trustee of
the trust. Messrs. Johnson 3d, Pozen, J. Gary Burkhead, John H.
Costello, Eric D. Roiter, Thomas D. Maher, Thomas Simpson, Richard A.
Silver, Leonard M. Rush, Fred L. Henning, Jr., Boyce Greer, and John
Todd are currently officers of the trust and officers or employees of
FMR or FMR Corp. With the exception of [Mr. Costello, Mr. Roiter, Mr.
Maher, Mr. Simpson, Mr. Silver, Mr. Rush, and Mr. Todd], all of these
persons hold or have options to acquire stock of FMR Corp. The
principal business address of each of the Directors of FMR is 82
Devonshire Street, Boston, Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore,
under the 1940 Act may be deemed to form a controlling group with
respect to FMR Corp.
During the period March 1, 1996 through January 31, 1998, [the
following transactions/no transactions] were entered into by Trustees
and nominees as Trustee of the trust involving more than 1% of the
voting common, non-voting common and equivalent stock, or preferred
stock of FMR Corp.
ACTIVITIES AND MANAGEMENT OF FMR U.K. AND FMR FAR EAST
FMR U.K. and FMR Far East are wholly-owned subsidiaries of FMR formed
in 1986 to provide research and investment advice with respect to
companies based outside the United States for certain funds for which
FMR acts as investment adviser. FMR may also grant the sub-advisers
investment management authority as well as authority to buy and sell
securities for certain of the funds for which it acts as investment
adviser, if FMR believes it would be beneficial to a fund.
Funds with investment objectives similar to American Gold Portfolio
managed by FMR with respect to which FMR currently has sub-advisory
agreements with either FMR U.K. or FMR Far East, and the net assets of
each of these funds, are indicated in the Table of Average Net Assets
and Expense Ratios in Exhibit 7 beginning on page 133.
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and Robert C. Pozen, President. Mr. Johnson 3d also is
President and a Trustee of the trust and other funds advised by FMR;
Chairman and a Director of FIMM; Chairman, Chief Executive Officer,
President, and a Director of FMR Corp.; Chairman of the Board and of
the Executive Committee of FMR; and a Director of FMR. In addition,
Mr. Pozen is Senior Vice President and a Trustee of the trust and of
other funds advised by FMR; a Director of FMR Corp.; Director of FMR;
and President and Director of FIMM. Each of the Directors is a
stockholder of FMR Corp. The principal business address of the
Directors is 82 Devonshire Street, Boston, Massachusetts 02109.
ACTIVITIES AND MANAGEMENT OF FIMM
FIMM is a wholly owned subsidiary of FMR formed in 1997 to provide
portfolio management services to Fidelity's money market funds and
investment advice with respect to money market instruments.
Funds with investment objectives similar to the money market fund for
which FMR has entered into a sub-advisory agreement with FIMM (the
successor to FMR Texas), and the net assets of each of these funds,
are indicated in the Table of Average Net Assets and Expense Ratios in
Exhibit 8 beginning on page 137.
The Directors of FIMM are Edward C. Johnson 3d, Chairman, and Robert
C. Pozen, President. Mr. Johnson 3d also is President and a Trustee of
the trust and of other funds advised by FMR; Chairman, Chief Executive
Officer, President, and a Director of FMR Corp.; Chairman of the Board
and of the Executive Committee of FMR; a Director of FMR; and Chairman
and Director of FMR U.K. and FMR Far East. In addition, Mr. Pozen is
Senior Vice President and a Trustee of the trust and of other funds
advised by FMR; a Director of FMR Corp.; Director of FMR; and
President and Director of FMR U.K. and FMR Far East. Each of the
Directors is a stockholder of FMR Corp. The principal business address
of the Directors is 82 Devonshire Street, Boston, Massachusetts 02109.
PRESENT MANAGEMENT CONTRACTS FOR THE EQUITY FUNDS (EXCEPT CYCLICAL
INDUSTRIES PORTFOLIO, NATURAL RESOURCES PORTFOLIO, AND BUSINESS
SERVICES AND OUTSOURCING PORTFOLIO) AND THE MONEY MARKET FUND
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 trust or of
FMR, and all personnel of each fund or FMR performing services
relating to research, statistical, and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal 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. Services provided by affiliates of FMR will continue
under the proposed management contracts described in Proposals 4 and
5.
In addition to the management fee payable to FMR, each fund pays
transfer agent and pricing and bookkeeping fees to Fidelity Service
Company, Inc.(FSC), an affiliate of FMR, its transfer, dividend
disbursing, and shareholder servicing agent. 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.
Transfer agent fees and pricing and bookkeeping fees, including
reimbursement for out-of-pocket expenses, paid to FSC by the funds for
fiscal 1997 are presented in the table below.
Transfer Agent Pricing and
Fund Fees Bookkeeping Fees

Air Transportation $ 901,731 $ 92,138

American Gold $ 2,756,985 $ 416,410

Automotive $ 921,947 $ 120,805

Biotechnology $ 6,104,217 $ 612,580

Brokerage and Investment $ 523,823 $ 88,697
Management

Chemicals $ 1,278,656 $ 123,784

Computers $ 4,038,434 $ 520,629

Construction and Housing $ 397,614 $ 76,325

Consumer Industries $ 346,240 $ 60,450

Defense and Aerospace $ 386,697 $ 61,443

Developing Communications $ 2,791,043 $ 308,377

Electronics $ 7,986,832 $ 799,758

Energy $ 1,422,758 $ 177,681

Energy Service $ 3,169,285 $ 445,567

Environmental Services $ 512,668 $ 64,394

Financial Services $ 1,891,458 $ 276,349

Food and Agriculture $ 2,162,676 $ 279,388

Health Care $ 8,040,876 $ 805,100

Home Finance $ 4,319,789 $ 596,198

Industrial Equipment $ 651,519 $ 93,288

Industrial Materials $ 750,324 $ 98,357

Insurance $ 289,430 $ 60,415

Leisure $ 846,466 $ 107,125

Medical Delivery $ 1,771,354 $ 215,825

Multimedia $ 692,306 $ 85,280

Natural Gas $ 993,719 $ 113,435

Paper and Forest Products $ 385,303 $ 60,429

Precious Metals and Minerals $ 2,756,564 $ 333,124

Regional Banks $ 2,777,054 $ 408,850

Retailing $ 1,497,747 $ 222,542

Software and Computer Services $ 3,288,164 $ 419,686

Technology $ 3,384,527 $ 466,774

Telecommunications $ 3,696,269 $ 479,593

Transportation $ 155,420 $ 60,368

Utilities Growth $ 1,743,986 $ 239,403

Money Market $ 1,976,166 $ 108,892

FSC also received fees for administering each fund's securities
lending program. Securities lending fees are based on the number and
duration of individual securities loans. Securities lending fees for
fiscal 1997 for the funds are presented in the table below.
Fund Securities Lending Fees

Air Transportation $ 0

American Gold $ 3,065

Automotive $ 0

Biotechnology $ 9,415

Brokerage and Investment Management $ 0

Chemicals $ 770

Computers $ 6,265

Construction and Housing $ 445

Consumer Industries $ 0

Defense and Aerospace $ 0

Developing Communications $ 0

Electronics $ 13,690

Energy $ 2,320

Energy Service $ 1,290

Environmental Services $ 0

Financial Services $ 0

Food and Agriculture $ 0

Health Care $ 7,915

Home Finance $ 0

Industrial Equipment $ 0

Industrial Materials $ 0

Insurance $ 0

Leisure $ 0

Medical Delivery $ 8,990

Multimedia $ 0

Natural Gas $ 0

Paper and Forest Products $ 0

Precious Metals and Minerals $ 710

Regional Banks $ 3,860

Retailing $ 4,965

Software and Computer Services $ 5,940

Technology $ 16,005

Telecommunications $ 10,530

Transportation $ 0

Utilities Growth $ 780

Money Market $ 0

Each fund also 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. Each
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. Promotional and
administrative expenses in connection with the offer and sale of
shares are paid by FMR. Sales charge revenue paid to, and retained by,
FDC for fiscal 1997 is shown in the following table. FDC collected
deferred sales charge revenue during fiscal 1997 as shown in the
following table.
Sales Charge Deferred Sales
Fund Revenues Charges

Air Transportation $ 688,390 $ 1,386

American Gold $ 1,162,696 $ 43,678

Automotive $ 466,135 $ 2,159

Biotechnology $ 1,854,442 $ 41,551

Brokerage and Investment $ 903,649 $ 1,311
Management

Chemicals $ 579,393 $ 6,478

Computers $ 2,540,952 $ 5,155

Construction and Housing $ 174,919 $ 1,261

Consumer Industries $ 169,639 $ 682

Defense and Aerospace $ 292,571 $ 1,408

Developing Communications $ 733,692 $ 7,987

Electronics $ 9,021,074 $ 9,923

Energy $ 1,029,850 $ 14,667

Energy Service $ 4,165,989 $ 10,974

Environmental Services $ 177,009 $ 9,944

Financial Services $ 1,400,884 $ 8,487

Food and Agriculture $ 1,095,115 $ 7,683

Health Care $ 2,553,184 $ 69,909

Home Finance $ 5,869,188 $ 4,653

Industrial Equipment $ 252,021 $ 2,660

Industrial Materials $ 866,268 $ 4,072

Insurance $ 248,750 $ 1,364

Leisure $ 282,104 $ 14,717

Medical Delivery $ 567,463 $ 6,016

Multimedia $ 338,283 $ 4,261

Natural Gas $ 682,901 $ 2,332

Paper and Forest Products $ 126,407 $ 2,892

Precious Metals and Minerals $ 669,762 $ 45,427

Regional Banks $ 3,497,512 $ 3,702

Retailing $ 838,536 $ 4,812

Software and Computer Services $ 1,921,006 $ 5,034

Technology $ 1,543,709 $ 36,252

Telecommunications $ 1,182,016 $ 30,536

Transportation $ 101,332 $ 682

Utilities Growth $ 238,618 $ 38,523

Money Market $ 2,788,424 $ 97,630

EQUITY FUNDS. FMR is each fund's manager pursuant to management
contracts dated March 1, 1994, which were approved by shareholders on
February 16, 1994. For each fund (except Home Finance Portfolio and
Natural Gas Portfolio), shareholder approval had been requested to
modify the group fee portion of the management fee to provide for
lower fee rates if FMR's assets under management remain above $138
billion. For Home Finance Portfolio and Natural Gas Portfolio,
shareholder approval had been requested to modify the group fee
portion of the management fee to provide for lower fee rates if FMR's
assets under management remain above $228 billion.
For the services of FMR under the contracts, each 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 $___ billion of group net assets - the approximate level for
February 1997 - was ___%, which is the weighted average of the
respective fee rates for each level of group net assets up to $__
billion.
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

Prior to March 1, 1994, the group fee rate was based on a schedule
with breakpoints ending at .3100% for average group assets in excess
of $102 billion. The group fee rate breakpoints shown above for
average group assets in excess of $138 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. Each
fund's current management contract reflects these extensions of the
group fee rate schedule.
On August 1, 1994, FMR voluntarily revised the prior extensions to
the group fee rate schedule, and added new breakpoints for average
group assets in excess of $210 billion and under $390 billion as shown
in the schedule below, pending shareholder approval of a new
management contract reflecting the revised schedule. The revised group
fee rate schedule provides for lower management fee rates as FMR's
assets under management increase. The revised group fee rate schedule
was identical to the above schedule for average group assets under
$210 billion.
On January 1, 1996, FMR voluntarily added new breakpoints to the
revised schedule for average group assets in excess of $390 billion,
pending shareholder approval of a new management contract reflecting
the revised schedule and additional breakpoints. The revised group fee
rate schedule and its extensions provide for lower management fee
rates as FMR's assets under management increase. For average group
assets in excess of $210 billion, the revised group fee rate schedule
with additional breakpoints voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

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

174 - $210 billion .3000% $ 150 billion .3371%

210 - 246 .2950% 175 .3325

246 - 282 .2900 200 .3284

282 - 318 .2850 225 .3249

318 - 354 .2800 250 .3219

354 - 390 .2750 275 .3190

390 - 426 .2700 300 .3163

426 - 462 .2650 325 .3137

462 - 498 .2600 350 .3113

498 - 534 .2550 375 .3090

Over 534 .2500 400 .3067

425 .3046

450 .3024

475 .3003

500 .2982

525 .2962

550 .2942

Each fund's individual fund fee rate is 0.30%. Based on the average
group net assets of the funds advised by FMR for February 1997, the
annual management fee rate for each fund would be calculated as
follows:
Group Fee Rate Individual Fund Management Fee Rate
Fee Rate

0.3005% + 0.30% = 0.6005%

One-twelfth of this annual management fee rate is applied to each
fund's net assets averaged for the month, giving a dollar amount,
which is the fee for that month.
MONEY MARKET FUND. FMR is the fund's manager pursuant to a management
contract dated March 1, 1994, which was approved by shareholders on
February 16, 1994. Shareholder approval had been requested to change
the calculation of the management fee from a monthly fee computed on
the basis of the fund's gross income to a monthly fee composed of a
basic fee (a set individual fund fee rate plus a varying group fee
rate) and an income-based fee (varies according to the fund's yield)
and to change certain terms of the contract relating to portfolio
transactions.
For the services of FMR under the contract, the fund pays FMR a
monthly management fee composed of a group fee rate, an individual
fund fee rate (0.03%), and an income-based component of 6% of the
fund's gross income in excess of a 5% yield. The maximum income-based
component is 0.24% of average net assets.
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 $___ billion of group net assets - the approximate level for
February 1997 - was ___%, which is the weighted average of the
respective fee rates for each level of group net assets up to $__
billion.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Annualized Group Effective
Group Rate Net Annual
Assets 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

On August 1, 1994, FMR voluntarily revised the prior extensions to
the group fee rate schedule, and added new breakpoints for average
group assets in excess of $156 billion and under $372 billion as shown
in the schedule below, pending shareholder approval of a new
management contract reflecting the revised schedule. The revised group
fee rate schedule provides for lower management fee rates as FMR's
assets under management increase. The revised group fee rate schedule
was identical to the above schedule for average group assets under
$156 billion.
On January 1, 1996, FMR voluntarily added new breakpoints to the
revised schedule for average group assets in excess of $372 billion,
pending shareholder approval of a new management contract reflecting
the revised schedule and additional breakpoints. The revised group fee
rate schedule and its extensions provide for lower management fee
rates as FMR's assets under management increase. For average group
assets in excess of $156 billion, the revised group fee rate schedule
with additional breakpoints voluntarily adopted by FMR is as follows:
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

372 - 408 .1200 325 .1514

408 - 444 .1175 350 .1494

444 - 480 .1150 375 .1476

480 - 516 .1125 400 .1459

Over 516 .1100 425 .1443

450 .1427

475 .1413

500 .1399

525 .1385

550 .1372

The individual fund fee rate is 0.03%.
One-twelfth of the sum of the group fee rate and the individual fund
fee rate is applied to the fund's average net assets for the month,
giving a dollar amount which is the fee for that month.
If the fund's monthly gross yield is 5% or less, the total management
fee is the sum of the group fee and the individual fund fee. If the
fund's monthly gross yield is greater than 5%, the management fee that
FMR receives includes an income-based component. The income-based
component equals 6% of that portion of the fund's gross income that
represents a gross yield of more than 5% per year. The maximum
income-based component is 0.24% (annualized) of average net assets, at
a fund gross yield of 9% or more. Gross income for this purpose,
includes interest accrued and/or discount earned (including both
original issue discount and market discount) on portfolio obligations,
less amortization of premium. Realized and unrealized gains and
losses, if any, are not included in gross income.
During fiscal 1997, FMR received the following dollar amounts for its
services as investment adviser to the funds. This fee was equivalent
to the following percentages of the average net assets of the funds.
Management Fee Management Fee as
Fund a Percentage of
Average Net Assets

Air Transportation $ 539,940 0.6042%

American Gold $ 2,501,556 0.6043%

Automotive $ 726,743 0.6047%

Biotechnology $ 4,324,960 0.6047%

Brokerage and Investment $ 448,938 0.6193%
Management

Chemicals $ 745,680 0.6040%

Computers $ 3,309,228 0.6054%

Construction and Housing $ 408,988 0.6012%

Consumer Industries $ 154,434 0.6041%

Defense and Aerospace $ 268,010 0.6073%

Developing Communications $ 1,856,888 0.6038%

Electronics $ 7,859,173 0.6059%

Energy $ 1,066,783 0.6048%

Energy Service $ 2,790,650 0.6046%

Environmental Services $ 252,081 0.6066%

Financial Services $ 1,661,452 0.6068%

Food and Agriculture $ 1,682,437 0.6035%

Health Care $ 7,661,331 0.6048%

Home Finance $ 4,201,147 0.6074%

Industrial Equipment $ 560,442 0.6058%

Industrial Materials $ 590,927 0.6037%

Insurance $ 204,881 0.6055%

Leisure $ 643,761 0.6046%

Medical Delivery $ 1,307,251 0.6042%

Multimedia $ 513,562 0.6034%

Natural Gas $ 679,330 0.6014%

Paper and Forest Products $ 194,763 0.6037%

Precious Metals and Minerals $ 2,005,219 0.6040%

Regional Banks $ 2,534,699 0.6081%

Retailing $ 1,338,783 0.6032%

Software and Computer Services $ 2,546,782 0.6044%

Technology $ 2,800,144 0.6046%

Telecommunications $ 2,878,937 0.6037%

Transportation $ 75,979 0.6028%

Utilities Growth $ 1,440,039 0.6046%

Money Market $ 1,584,080 0.2000%

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 for the money market fund its yield and repayment of the
reimbursement by each fund will lower its total returns and for the
money market fund its yield.
During fiscal 1997, FMR voluntarily agreed, subject to revision or
termination, to reimburse Transportation Portfolio to the extent that
its aggregate operating expenses, including management fees, were in
excess of an annual rate of 2.50% of average net assets of the funds.
If this reimbursement had not been in effect, for fiscal 1997, FMR
would have received fees amounting to $_________ which would have been
equivalent to __% of average net assets of the fund (after reduction
for compensation to the non-interested Trustees).
SUB-ADVISORY AGREEMENTS
MONEY MARKET FUND. On behalf of Money Market Portfolio, FMR has
entered into a sub-advisory agreement with Fidelity Investments Money
Management, Inc. (FIMM) (the successor to FMR Texas) pursuant to which
FIMM has primary responsibility for providing portfolio investment
management services to the fund. The sub-advisory agreement, dated
January 1, 1990, was approved by shareholders on December 15, 1989.
Under the sub-advisory agreement, FMR pays FIMM fees equal to 50% of
the management fee payable to FMR under its management contract with
the fund. The fees paid to FIMM are not reduced by any voluntary or
mandatory expense reimbursements that may be in effect from time to
time. For the fiscal year ended February 28, 1997, FMR paid FMR Texas
fees of $________ on behalf of the fund.
EQUITY FUNDS. On behalf of the equity funds (except American Gold
Portfolio), 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. On behalf of the equity funds, 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. The sub-advisory agreements, dated March 1,
1994, were approved by shareholders of each fund on February 16, 1994.
Shareholder approval had been requested to adopt discretionary
management capability for the sub-advisers.
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 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 for the fiscal year ended 1997 were as follows:
FMR U.K. FMR Far East

Air Transportation $ $

Automotive $ $

Biotechnology $ $

Brokerage and Investment $ $
Management

Chemicals $ $

Computers $ $

Construction and Housing $ $

Consumer Industries $ $

Defense and Aerospace $ $

Developing Communications $ $

Electronics $ $

Energy $ $

Energy Service $ $

Environmental Services $ $

Financial Services $ $

Food and Agriculture $ $

Health Care $ $

Home Finance $ $

Industrial Equipment $ $

Industrial Materials $ $

Insurance $ $

Leisure $ $

Medical Delivery $ $

Multimedia $ $

Natural Gas $ $

Paper and Forest Products $ $

Precious Metals and Minerals $ $

Regional Banks $ $

Retailing $ $

Software and Computer Services $ $

Technology $ $

Telecommunications $ $

Transportation $ $

Utilities Growth $ $

There were no fees paid to FMR U.K. and FMR Far East for providing
discretionary investment management and executing portfolio
transactions on behalf of the equity funds for the fiscal year ended
February 28, 1997.
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 fund's management contract.
FMR may place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services (FBS), indirect
subsidiaries of FMR Corp., if the commissions are fair, reasonable,
and comparable to commissions charged by non-affiliated, qualified
brokerage firms for similar services.
The brokerage commissions incurred by each equity fund for fiscal
1997 are listed in the following table.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
To NFSC To FBS % To % To Transa Transa
Fund NFSC FBS ctions ctions
Throu Throu
gh gh
NFSC FBS

Air Transportation $ 110,395 $ 609 19% 0 33 0
% % %

American Gold $ 82,611 $ 0 9 0 14 0
% % % %

Automotive $ 66,744 $ 23,37 16 6 27 3
1 % % % %

Biotechnology $ 62,674 $ 1,784 13 0 23 0
% % % %

Brokerage and $ 61,662 $ 0 19 0 25 0
Investment % % % %
Management

Chemicals $ 71,711 $ 31,24 16 7 32 4
0 % % % %

Computers $ 198,215 $ 0 16 0 23 0
% % % %

Construction and $ 63,646 $ 0 18 0 26 0
Housing % % % %

Consumer $ 29,979 $ 0 25 0 36 0
Industries % % % %

Defense and $ 24,182 $ 0 14 0 28 0
Aerospace % % % %

Developing $ 92,344 $ 24,23 14 4 22 3
Communications 0 % % % %

Electronics $ 595,711 $ 0 22 0 32 0
% % % %

Energy $ 53,327 $ 0 19 0 28 0
% % % %

Energy Service $ 263,380 $ 1,026 27 0 34 0
% % % %

Environmental $ 42,243 $ 0 18 0 24 0
Services % % % %

Financial Services $ 77,580 $ 0 23 0 36 0
% % % %

Food and $ 97,562 $ 0 22 0 25 0
Agriculture % % % %

Health Care $ 208,545 $ 19,43 16 1 31 1
6 % % % %

Home Finance $ 201,617 $ 0 24 0 31 0
% % % %

Industrial $ 78,288 $ 1,152 21 0 30 0
Equipment % % % %

Industrial Materials $ 37,253 $ 0 13 0 27 0
% % % %

Insurance $ 12,029 $ 0 23 0 23 0
% % % %

Leisure $ 56,198 $ 0 24 0 31 0
% % % %

Medical Delivery $ 62,985 $ 0 15 0 26 0
% % % %

Multimedia $ 19,584 $ 0 11 0 16 0
% % % %

Natural Gas $ 75,903 $ 904 13 0 14 0
% % % %

Paper and Forest $ 22,646 $ 1,146 22 1 36 1
Products %% % % %

Precious Metals $ 43,075 $ 0 7 0 12 0
and Minerals % % % %

Regional Banks $ 86,165 $ 0 22 0 32 0
% % % %

Retailing $ 250,241 $ 0 24 0 32 0
% % % %

Software and $ 86,634 $ 0 15 0 24 0
Computer % % % %
Services

Technology $ 339,229 $ 574 20 0 27 0
% % % %

Telecommunication $ 103,768 $ 58,68 8 5 12 3
s 8 % % % %

Transportation $ 4,001 $ 44 17 0 23 0
% % % %

Utilities Growth $ 23,690 $ 2,643 14 2 17 1
% % % %
</TABLE>

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 82 Devonshire Street, Boston,
Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Fidelity Service Company, Inc.,
P.O. Box 789, Boston, Massachusetts 02102, whether other persons are
beneficial owners of shares for which proxies are being solicited and,
if so, the number of copies of the Proxy Statement and Annual Reports
you wish to receive in order to supply copies to the beneficial owners
of the respective shares.

EXHIBIT 1
FORM OF AMENDED AND RESTATED DECLARATION OF TRUST
The language to be added to the current contract is ((underlined))
and the language to be deleted is set forth in [brackets].
AMENDED AND RESTATED DECLARATION OF TRUST
[Dated April 14, 1994]
((Dated ________________, 1998))
AMENDED AND RESTATED DECLARATION OF TRUST, made [April 14, 1994]
((______, 1998)) by each of the Trustees whose signature is affixed
hereto (the "Trustees").
WHEREAS, the Trustees desire to amend and restate this Declaration of
Trust for the sole purpose of supplementing the Declaration ((of
Trust)) to incorporate amendments duly adopted; and
WHEREAS, this Trust was initially made on November 20, 1980 by
Richard M. Reilly 3d, Caleb Loring and Frank Nesvet [inorder] ((in
order)) to establish a trust fund for the investment and reinvestment
of funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed in
[T]((t))rust under this Amended and Restated Declaration of Trust as
herein set forth below.
_________________________________________________
ARTICLE I
NAME AND DEFINITIONS
NAME
SECTION 1. This Trust shall be known as "Fidelity Select
Portfolios."
DEFINITIONS
SECTION 2. Wherever used herein, unless otherwise required by the
context or specifically provided:
(a) The [T]((t))erms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of the third sentence of Section 2(a)(42) of the 1940 Act,
whichever may be applicable), and "Principal Underwriter" shall have
the meanings given them in the 1940 Act, as [amended from time to
time] ((modified by or interpreted by any applicable order or orders
of the Commission or any rules or regulations adopted or
interpretative releases of the Commission thereunder));
(((b) "Bylaws" shall mean the bylaws of the Trust, if any, as amended
from time to time;
(c) "Class" refers to the class of Shares of a Series of the Trust
established in accordance with the provisions of Article III;
(d) "Declaration of Trust" means this Amended and Restated
Declaration of Trust, as further amended or restated, from time to
time));
[(c)](((e))) "Net Asset Value" means the net asset value of each
Series of the Trust ((or Class thereof)) determined in the manner
provided in Article X, Section 3;
[(d)](((f))) "Shareholder" means a record owner of Shares of the
Trust;
[(f)](g) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest of the Trust or each
Series shall be divided from time to time, including such [c]((C))lass
or [c]((C))lasses of Shares as the Trustees may from time to time
create and establish and including fractions of Shares as well as
whole [s]((S))hares ((as)) consistent with the requirements of Federal
and/or state securities laws;
(h) "Series" refers to ((any)) series of Shares of the Trust
established in accordance with the provisions of Article III;
[(b)](((i))) [The] "Trust" refers to Fidelity Select Portfolios and
reference to the Trust, when applicable to one or more Series of the
Trust, shall refer to any such Series;
[(e)](((j))) [The] "Trustees" refer to the individual trustees in
their capacity as trustees hereunder of the Trust and their successor
or successors for the time being in office as such trustee or
trustees;(( and))
[(g)](((k))) [The] "1940 Act" refers to the Investment Company Act of
1940, as amended from time to time[;and]((.))
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source
of managed investment in securities.
ARTICLE III
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST
SECTION 1. The beneficial interest in the Trust shall be divided into
such transferable Shares of one or more separate and distinct Series
or [classes] ((Classes of Series)) as the Trustees shall, from time to
time, create and establish. The number of ((authorized)) Shares ((of
each Series, and Class thereof,)) is unlimited. ((Each)) Share shall
be without par value and shall be fully paid and nonassessable. The
Trustees shall have full power and authority, in their sole
discretion, and without obtaining any prior authorization or vote of
the Shareholders or any Series or [c]((C))lass of Shareholders of the
Trust (((a))) to create and establish (and to change in any manner)
Shares or any ((Series or)) [c]((C))lasses thereof with such
preferences, voting powers, rights, and privileges as the Trustees
may, from time to time, determine; (((b))) to divide or combine the
Shares or any Series or [c]((C))lasses thereof into a greater or
lesser number; (((c))) to classify or reclassify any issued Shares [or
any Series or classes thereof] into one or more Series or
[c]((C))lasses of Shares; (((d))) to abolish any one or more Series or
[c]((C))lasses of Shares; and (((e))) to take such other action with
respect to the Shares as the Trustees may deem desirable.
ESTABLISHMENT OF SERIES AND CLASSES
SECTION 2. The establishment of any Series ((or Class thereof))
shall be effective upon the adoption of a resolution by a majority of
the then Trustees setting forth such establishment and designation and
the relative rights and preferences of the Shares of such Series ((or
Class)). At any time that there are no Shares outstanding of any
particular Series ((or Class)) previously established and designated,
the Trustees may by a majority vote abolish [that] ((such)) Series
((or Class)) and the establishment and designation thereof.
OWNERSHIP OF SHARES
SECTION 3. The ownership of Shares shall be recorded in the books of
the Trust ((or a transfer or similar agent)). The Trustees may make
such rules as they consider appropriate for the transfer of Shares and
similar matters. The record books of ((the Trust as kept by)) the
Trust ((or by any transfer or similar agent, as the case may be,))
shall be conclusive as to who are the holders of Shares and as to the
number of Shares held from time to time by each Shareholder.
INVESTMENT IN THE TRUST
SECTION 4. The Trustees shall accept investments in the Trust from
such persons and on such terms as they may, from time to time,
authorize. Such investments may be in the form of cash((,)) [or]
securities, ((or other property)) in which the appropriate Series is
authorized to invest, valued as provided in Article X, Section 3.
After the date of the initial contribution of capital, the number of
Shares to represent the initial contribution may in the Trustees'
discretion be considered as outstanding, and the amount received by
the Trustees on account of the contribution shall be treated as an
asset of the Trust. Subsequent investments in the Trust shall be
credited to each Shareholder's account in the form of full Shares at
the Net Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion (a) impose a sales charge ((or other fee)) upon investments
in the Trust ((or Series or any Classes thereof,)) and (b) issue
fractional Shares.
ASSETS AND LIABILITIES OF SERIES AND CLASSES
SECTION 5. All consideration received by the Trust for the issue or
sale of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange, or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall be referred to as "assets
belonging to" that Series. In addition, any assets, income, earnings,
profits, and proceeds thereof, funds, or payments [which] ((that)) are
not readily identifiable as belonging to any particular Series ((or
Class)), shall be allocated by the Trustees between and among one or
more of the Series ((or Classes)) in such manner as they, in their
sole discretion, deem fair and equitable. Each such allocation shall
be conclusive and binding upon the Shareholders of all Series ((or
Classes)) for all purposes and shall be referred to as assets
belonging to that Series ((or Class)). The assets belonging to a
particular Series shall be so recorded upon the books of the Trust
((or of its agent or agents)) and shall be held by the Trustees in
[T}((t))rust for the benefit of the holders of Shares of that Series.
[The assets belonging to each particular Series shall be charged with
the liabilities of that Series and all expenses, costs, charges, and
reserves attributable to that Series. Any general liabilities,
expenses, costs, charges, or reserves of the Trust which are not
readily identifiable as belonging to any particular Series shall be
allocated and charged by the Trustees between or among any one or more
of the Series in such manner as the Trustees in their sole discretion
deem fair and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Series for all purposes. Any
creditor of any Series may look only to the assets of that Series to
satisfy such creditor's debt.]
((The assets belonging to each particular Series shall be charged
with the liabilities of that Series and all expenses, costs, charges,
and reserves attributable to that Series, except that liabilities and
expenses may, in the Trustees' discretion, be allocated solely to a
particular Class and, in which case, shall be borne by that Class. Any
general liabilities, expenses, costs, charges, or reserves of the
Trust that are not readily identifiable as belonging to any particular
Series or Class shall be allocated and charged by the Trustees between
or among any one or more of the Series or Classes in such manner as
the Trustees, in their sole discretion, deem fair and equitable and
shall be referred to as "liabilities belonging to" that Series or
Class. Each such allocation shall be conclusive and binding upon the
Shareholders of all Series or Classes for all purposes. Any creditor
of any Series may look only to the assets of that Series to satisfy
such creditor's debt. No Shareholder or former Shareholder of any
Series shall have a claim on or any right to any assets allocated or
belonging to any other Series.))
NO PREEMPTIVE RIGHTS
SECTION 6. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the
Trust or the Trustees.
[LIMITATION OF PERSONAL LIABILITY]
STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY
[SECTION 7. The Trustees shall have no power to bind any Shareholder
personally or to call upon Any shareholder for the payment of any sum
of money or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay by way of subscription for any
Shares or otherwise. Every note, bond, contract or other undertaking
issued by or on behalf of the Trust or the Trustees relating to the
Trust shall include a recitation limiting the obligation represented
thereby to the Trust and its assets (but the omission of such a
recitation shall not operate to bind any Shareholder).]
((SECTION 7. Shares shall be deemed to be personal property giving
only the rights provided in this instrument. Every shareholder by
virtue of having become a shareholder shall be held to have expressly
assented and agreed to be bound by the terms hereof. No Shareholder
of the Trust and of each Series shall be personally liable for the
debts, liabilities, obligations, and expenses incurred by, contracted
for, or otherwise existing with respect to, the Trust or by or on
behalf of any Series. The Trustees shall have no power to bind any
Shareholder personally or to call upon any Shareholder for the payment
of any sum of money or assessment whatsoever other than such as the
Shareholder may, at any time, personally agree to pay by way of
subscription for any Shares or otherwise. Every note, bond, contract,
or other undertaking issued by or on behalf of the Trust or the
Trustees relating to the Trust or to a Series shall include a
recitation limiting the obligation represented thereby to the Trust or
to one or more Series and its or their assets (but the omission of
such a recitation shall not operate to bind any Shareholder or
Trustee).))
ARTICLE IV
THE TRUSTEES
MANAGEMENT OF THE TRUST
SECTION 1. The business and affairs of the Trust shall be managed by
the Trustees, and they shall have all powers necessary and desirable
to carry out that responsibility.
[ELECTION: INITIAL TRUSTEES]
INITIAL TRUSTEES; ELECTION
SECTION 2. ((The initial Trustees shall be at least three individuals
who shall affix their signatures hereto.)) On a date fixed by the
Trustees, the Shareholders shall elect not less than three Trustees. A
[t]((T))rustee shall not be required to be a Shareholder of the Trust.
[The initial Trustees who shall serve until such election and until
their successors are elected and qualified shall be Richard M. Reilly
3d, Caleb Loring, Jr. and Frank Nesvet and such other individuals as
the Board of Trustees shall appoint pursuant to Section 4 of this
Article IV.]
TERM OF OFFICE OF TRUSTEES
SECTION 3. The Trustees shall hold office during the lifetime of
this Trust, and until its termination as hereinafter provided; except
(a) that any Trustee may resign his trust by written instrument signed
by him and delivered to the other Trustees, which shall take effect
upon such delivery or upon such later date as is specified therein;
(b) that any Trustee may be removed at any time by written instrument,
signed by at least two-thirds (((2/3))) of the number of Trustees
prior to such removal, specifying the date when such removal shall
become effective; (c) that any Trustee who requests in writing to be
retired or who has become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees, specifying the date of his retirement; and (d) a Trustee may
be removed at any [S]((s))pecial [M]((m))eeting of the Trust by a vote
of two-thirds (((2/3))) of the outstanding Shares.
RESIGNATION AND APPOINTMENT OF TRUSTEES
SECTION 4. In case of the declination, death, resignation,
retirement, ((or)) removal[, incapacity, or inability] of any of the
Trustees, or in case a vacancy shall, by reason of an increase in
number ((of the Trustees)), or for any other reason, exist, the
remaining Trustees shall fill such vacancy by appointing such other
person as they in their discretion shall see fit consistent with the
limitations under the 1940 Act. Such appointment shall be evidenced by
a written instrument signed by a majority of the Trustees in office or
by recording in the records of the Trust, whereupon the appointment
shall take effect. An appointment of a Trustee may be made by the
Trustees then in office in anticipation of a vacancy to occur by
reason of retirement, resignation, or increase in number of Trustees
effective at a later date, provided that said appointment shall become
effective only at or after the effective date of said retirement,
resignation, or increase in number of Trustees. As soon as any Trustee
so appointed shall have accepted this [t]((T))rust, the [t]((T))rust
estate shall vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. The ((foregoing)) power of
appointment is subject to the provisions of Section 16(a) of the 1940
Act((, as modified by or interpreted by any applicable order or orders
of the Commission or any rules or regulations adopted or
interpretative releases of the Commission)).
TEMPORARY ABSENCE OF TRUSTEES
SECTION 5. Any Trustee may, by power of attorney, delegate his power
for a period not exceeding six (((6))) months at any one time to any
other Trustee or Trustees, provided that in no case shall less than
two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.
NUMBER OF TRUSTEES
SECTION 6. The number of Trustees, not less than three (3) nor more
than twelve (12), serving hereunder at any time shall be determined by
the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled, or while any Trustee is [absent from the
Commonwealth of Massachusetts or, if not a domiciliary of
Massachusetts, is absent from his state of domicile, or is] physically
or mentally incapacitated by reason of disease or otherwise, the other
Trustees shall have all the powers hereunder and the certificate of
the other Trustees of such vacancy[, absence] or incapacity shall be
conclusive[, provided, however, that no vacancy shall remain unfilled
for a period longer than six calendar months].
EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
SECTION 7. The death, declination, resignation, retirement, removal,
incapacity, or inability of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
OWNERSHIP OF ASSETS OF THE TRUST
SECTION 8. The assets of the Trust shall be held separate and apart
from any assets now or hereafter held in any capacity other than as
Trustee hereunder by the Trustees or any successor Trustees. All of
the assets of the Trust shall at all times be considered as vested in
the Trustees. No Shareholder shall be deemed to have a severable
ownership in any individual asset of the Trust or any right of
partition or possession thereof, but each Shareholder shall have a
proportionate undivided beneficial interest in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
POWERS
SECTION 1. The Trustees, in all instances, shall act as principals
and are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts
and to make and execute any and all contracts and instruments that
they may consider necessary or appropriate in connection with the
management of the Trust. ((Except as otherwise provided herein or in
the 1940 Act, the)) [The] Trustees shall not in any way be bound or
limited by present or future laws or customs in regard to trust
investments, but shall have full authority and power to make any and
all investments [which] that they, in their [uncontrolled] discretion,
shall deem proper to accomplish the purpose of this Trust. Subject to
any applicable limitation in [the] this Declaration of Trust or the
Bylaws of the Trust, ((if any,)) the Trustees shall have power and
authority:
(a) To invest and reinvest cash and other property, and to hold cash
or other property uninvested without, in any event, being bound or
limited by any present or future law or custom in regard to
investments by Trustees, and to sell, exchange, lend, pledge,
mortgage, hypothecate, write options on, and lease any or all of the
assets of the Trust.
(b) To adopt Bylaws not inconsistent with this Declaration of Trust
providing for the conduct of the business of the Trust and to amend
and repeal them to the extent that they do not reserve that right to
the Shareholders.
(c) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate.
(d) [To employ a bank or trust company] ((To employ one or more
banks, trust companies, companies that are members of a national
securities exchange, or other entities permitted under the 1940 Act,
as modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder,)) as custodians of any assets
of the Trust subject to any conditions set forth in this Declaration
of Trust or in the Bylaws, if any.
(e) To retain a transfer agent and Shareholder servicing agent, or
both.
(f) To provide for the distribution of interests of the Trust either
through a [p]((P))rincipal [u]((U))nderwriter in the manner
hereinafter provided for or by the Trust itself, or both.
(g) To set record dates in the manner hereinafter provided for.
(h) To delegate such authority as they consider desirable to any
officers of the Trust and to any [agent,] ((investment adviser,
manager,)) custodian, [or] underwriter((, or other agent or
independent contractor)).
(i) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XII, Section 4[(b)] hereof.
(j) To vote or give assent or exercise any rights of ownership with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees
shall deem proper.
(k) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities.
(l) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered, or other negotiable form; or
either in its own name or in the name of a custodian or a nominee or
nominees[, subject in either case to proper safeguards according to
the usual practice of Massachusetts trust companies or investment
companies].
(m) To establish separate and distinct Series with separately
defined investment objectives and policies and distinct investment
purposes in accordance with the provisions of Article III ((and to
establish Classes of such Series having relative rights, powers, and
duties as the Trustees may provide consistent with applicable laws)).
(n) To allocate assets, liabilities, and expenses of the Trust to a
particular Series ((or Class, as appropriate,)) or to apportion the
same between or among two or more Series ((or Classes, as
appropriate)), provided that any liabilities or expenses incurred by a
particular Series ((or Class)) shall be payable solely out of the
assets belonging to that Series as provided for in Article III.
(o) To consent to or participate in any plan for the reorganization,
consolidation, or merger of any corporation or concern, any security
of which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any
security held in the Trust.
(p) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy, including, but not
limited to, claims for taxes.
(q) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for.
(r) To borrow money, and to pledge, mortgage, [and] ((or))
hypothecate the assets of the Trust, subject to ((the)) applicable
requirements of the 1940 Act.
(s) To establish, from time to time, a minimum total investment for
Shareholders and to require the redemption of the Shares of any
Shareholders whose investment is less than such minimum upon giving
notice to such Shareholder.
(((t) To operate as and carry on the business of an investment
company and to exercise all the powers necessary and appropriate to
the conduct of such operations.
(u) To interpret the investment policies, practices or limitations of
any Series.
(v) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or
powers.))
[(t)](((w))) Notwithstanding any other provision hereof, to invest
all of the assets of any Series in a single open-end investment
company, including investment by means of transfer of such assets in
exchange for an interest or interests in such investment company.
((The foregoing clauses shall be construed both as objects and
powers, and the foregoing enumeration of specific powers shall not be
held to limit or restrict in any manner the general powers of the
Trustees. Any action by one or more of the Trustees in their capacity
as such hereunder shall be deemed an action on behalf of the Trust or
the applicable Series and not an action in an individual capacity.
The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust or any Series or
Class thereof.))
No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see
to the application of any payments made or property transferred to the
Trustees or upon their order.
TRUSTEES AND OFFICERS AS SHAREHOLDERS
SECTION 2. Any Trustee, officer or other agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he were
not a Trustee, officer or agent; and the Trustees may issue and sell
or cause to be issued and sold Shares to and buy such Shares from any
such person of any firm or company in which he is interested, subject
only to the general limitations herein contained as to the sale and
purchase of such Shares; and all subject to any restrictions which may
be contained in the Bylaws((, if any)).
ACTION BY THE TRUSTEES
SECTION 3. ((Except as otherwise provided herein or in the 1940 Act,
the)) [The] Trustees shall act by majority vote at a meeting duly
called or by unanimous written consent without a meeting or by
telephone consent provided a quorum of Trustees participate in any
such telephonic meeting, unless the 1940 Act requires that a
particular action be taken only at a meeting [of] ((at which)) the
Trustees ((are present in person)). At any meeting of the Trustees, a
majority of the Trustees shall constitute a quorum. Meetings of the
Trustees may be called orally or in writing by the Chairman of the
Trustees or by any two other Trustees. Notice of the time, date, and
place of all meetings of the Trustees shall be given by the party
calling the meeting to each Trustee by telephone((, telefax,)) [or]
telegram((, or other electro-mechanical means)) sent to his home or
business address at least twenty-four (((24))) hours in advance of the
meeting or by written notice mailed to his home or business address at
least seventy-two (((72))) hours in advance of the meeting. Notice
need not be given to any Trustee who attends the meeting without
objecting to the lack of notice or who executes a written waiver of
notice with respect to the meeting. Subject to the requirements of the
1940 Act, the Trustees by majority vote may delegate to any one of
their number their authority to approve particular matters or take
particular actions on behalf of the Trust. ((Written consents or
waivers of Trustees may be executed in one or more counterparts.
Execution of a written consent or waiver and delivery thereof to the
Trust may be accomplished by telefax or other electro-mechanical
means.))
CHAIRMAN OF THE TRUSTEES
SECTION 4. The Trustees may appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all
meetings of the Trustees, shall be responsible for the execution of
policies established by the Trustees and the administration of the
Trust, and may be the chief executive, financial and accounting
officer of the Trust.
ARTICLE VI
EXPENSES OF THE TRUST
TRUSTEE REIMBURSEMENT
SECTION 1. Subject to the provisions of Article III, Section 5, the
Trustees shall be reimbursed from the Trust estate or the assets
belonging to the appropriate Series for their expenses and
disbursements, including, without limitation, fees and expenses of
Trustees who are not Interested Persons of the Trust; interest
expense, taxes, fees and commissions of every kind; expenses of
pricing Trust portfolio securities; expenses of issue, repurchase and
redemption of shares including expenses attributable to a program of
periodic repurchases or redemptions, expenses of registering and
qualifying the Trust and its Shares under Federal and [S]((s))tate
laws and regulations; charges of custodians, transfer agents, and
registrars; expenses of preparing and setting up in type
[P]((p))rospectuses and [S]((s))tatements of [A]((a))dditional
[I]((i))nformation; expenses of printing and distributing
[P]((p))rospectuses sent to existing Shareholders; auditing and legal
expenses; reports to Shareholders; expenses of meetings of
Shareholders and proxy solicitations [therefore] ((therefor));
insurance expense; association membership dues; and for such
non-recurring items as may arise, including litigation to which the
Trust is a party; and for all losses and liabilities by them incurred
in administering the Trust, and for the payment of such expenses,
disbursements, losses, and liabilities the Trustees shall have a lien
on the assets belonging to the appropriate Series prior to any rights
or interests of the Shareholders thereto. This section shall not
preclude the Trust from directly paying any of the aforementioned fees
and expenses.
ARTICLE VII
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER, AND TRANSFER AGENT
INVESTMENT ADVISER
SECTION 1. Subject to a Majority Shareholder Vote, the Trustees may,
in their discretion ((and)) from time to time, enter into an
investment advisory or management contract(s) with respect to the
Trust or any Series thereof whereby the other party(ies) to such
contract(s) shall undertake to furnish the Trustees such management,
investment advisory, statistical, and research facilities and services
and such other facilities and services, if any, and all upon such
terms and conditions, as the Trustees may, in their discretion,
determine. Notwithstanding any provisions of this Declaration of
Trust, the Trustees may authorize the investment adviser(s) (subject
to such general or specific instructions as the Trustees may from time
to time adopt) to effect purchases, sales or exchanges of portfolio
securities and other investment instruments of the Trust on behalf of
the Trustees or may authorize any officer, agent, or Trustee to effect
such purchases, sales, or exchanges pursuant to recommendations of the
investment adviser (and all without further action by the Trustees).
Any such purchases, sales, and exchanges shall be deemed to have been
authorized by all of the Trustees.
The Trustees may, subject to applicable requirements of the 1940 Act,
((as modified by or interpreted by any applicable order or orders of
the Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder,)) including those relating to
Shareholder approval, authorize the investment adviser to employ one
or more sub-advisers from time to time to perform such of the acts and
services of the investment adviser, and upon such terms and
conditions, as may be agreed upon between the investment adviser and
sub-adviser.
PRINCIPAL UNDERWRITER
SECTION 2. The Trustees may in their discretion from time to time
enter into [(a)] ((an exclusive or non-exclusive)) contract(s) ((on
behalf of the Trust or any Series or Class thereof)) providing for the
sale of the Shares, whereby the Trust may either agree to sell the
Shares to the other party to the contract or appoint such other party
its sales agent for such Shares. In either case, the contract shall be
on such terms and conditions as may be prescribed in the Bylaws, if
any, and such further terms and conditions as the Trustees may, in
their discretion, determine not inconsistent with the provisions of
this Article VII or of the Bylaws, if any. [and] [s]((S))uch contract
may also provide for the repurchase or sale of Shares by such other
party as principal or as agent of the Trust.
TRANSFER AGENT
SECTION 3. The Trustees may, in their discretion ((and)) from time
to time, enter into [a] ((one or more)) transfer agency and
Shareholder service contract((s)) whereby the other party shall
undertake to furnish the Trustees with transfer agency and Shareholder
services. [The] ((Such)) contract((s)) shall be on such terms and
conditions as the Trustees may, in their discretion, determine not
inconsistent with the provisions of this Declaration of Trust or of
the Bylaws, if any. Such services may be provided by one or more
entities.
PARTIES TO CONTRACT
SECTION 4. Any contract of the character described in Sections 1, 2
and 3 of this Article VII or in Article IX hereof may be entered into
with any corporation, firm, partnership, trust or association,
although one or more of the Trustees or officers of the Trust may be
an officer, director, trustee, shareholder, or member of such other
party to the contract, and no such contract shall be invalidated or
rendered voidable by reason of the existence of any relationship, nor
shall any person holding such relationship be liable merely by reason
of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when
entered into was reasonable and fair and not inconsistent with the
provisions of this Article VII or the Bylaws, if any. The same person
(including a firm, corporation, partnership, trust, or association)
may be the other party to contracts entered into pursuant to Sections
1, 2 and 3 above or Article IX, and any individual may be financially
interested or otherwise affiliated with persons who are parties to any
or all of the contracts mentioned in this Section 4.
PROVISIONS AND AMENDMENTS
SECTION 5. Any contract entered into pursuant to Sections 1 and 2 of
this Article VII shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act,(( as modified by or
interpreted by any applicable order or orders of the Commission))
[(including] ((or)) any ((rules or)) [amendments] ((regulations))
[thereof] ((adopted)) or ((interpretative releases of the Commission
(or)) other applicable Act of Congress hereafter enacted), with
respect to its continuance in effect, ((its amendment,)) its
termination, and the method of authorization and approval of such
contract or renewal thereof[, and no amendment to any contract,
entered into pursuant to Section 1 shall be effective unless assented
to by a Majority Shareholder Vote].
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
SECTION 1. The Shareholders shall have power to vote [(i)](((a)))
for the election of Trustees as provided in Article IV, Section 2;
[(ii)](((b))) for the removal of Trustees as provided in Article IV,
Section 3(d); [(iii)](((c))) with respect to any investment advisory
or management contract as provided in Article VII, Section 1 and 5;
(((d) with respect to any termination, merger, consolidation,
reorganization, or sale of assets of the Trust or any of its Series or
Classes as provided in Article XII, Section 4;)) [(iv)](((e))) with
respect to the amendment of this Declaration of Trust as provided in
Article XII, Section 7; [(v)](((f))) to the same extent as the
shareholders of a Massachusetts business corporation, as to whether or
not a court action, proceeding or claim should be brought or
maintained derivatively or as a class action on behalf of the Trust or
the Shareholders, provided, however, that a Shareholder of a
particular Series shall not be entitled to bring any derivative or
class action on behalf of any other Series of the Trust; and
[(vi)](((g))) with respect to such additional matters relating to the
Trust as may be required or authorized by law, by this Declaration of
Trust, or the Bylaws of the Trust, if any, or any registration of the
Trust with the [Securities and Exchange Commision (the"Commission")]
((Commission)) or any [S]((s))ate, as the Trustees may consider
desirable. [On any matter submitted to a vote of the Shareholders, all
shares shall be voted by individual Series, except (i) when required
by the 1940 Act, Shares shall be voted in the aggregate and not by
individual Series; and (ii) when the Trustees have determined that the
matter affects only the interests of one or more Series, then only the
Shareholders of such Series shall be entitled to vote thereon. A
shareholder of each Series shall be entitled to vote for each dollar
of net asset value (number of shares owned times net asset value per
share) of such Series, on any matter on which such shareholder is
entitled to vote and each fractional dollar amount shall be entitled
to a proportionate fractional vote). There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or
by proxy. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required or permitted
by law, this Declaration of Trust or any Bylaws of the Trust to be
taken by Shareholders.]
((On any matter submitted to a vote of the Shareholders, all Shares
shall be voted by individual Series, except as provided in the
following sentence and except (a) when required by the 1940 Act,
Shares shall be voted in the aggregate and not by individual Series;
and (b) when the Trustees have determined that the matter affects only
the interests of one or more Series, then only the Shareholders of
such Series shall be entitled to vote thereon. The Trustees may also
determine that a matter affects only the interests of one or more
Classes of a Series, in which case, any such matter shall be voted on
by such Class or Classes. A Shareholder of each Series or Class
thereof shall be entitled to one vote for each dollar of net asset
value (number of Shares owned times net asset value per share) of such
Series or Class thereof on any matter on which such Shareholder is
entitled to vote, and each fractional dollar amount shall be entitled
to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or
by proxy. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required or permitted
by law, this Declaration of Trust or any Bylaws of the Trust, if any,
to be taken by Shareholders.))
MEETINGS
SECTION 2. The first Shareholders' meeting shall be held as
specified in Section 2 of Article IV at the principal office of the
Trust or such other place as the Trustees may designate. Special
meetings of the Shareholders of any Series may be called by the
Trustees and shall be called by the Trustees upon the written request
of Shareholders owning at least one-tenth (((1/10))) of the
outstanding Shares entitled to vote. Whenever ten or more Shareholders
meeting the qualifications set forth in Section 16(c) of the 1940 Act,
as ((modified by or interpreted by any applicable order or orders of))
the [same may be amended from time to time] ((Commission or any rules
or regulations adopted or interpretative releases of the Commission,))
seek the opportunity of furnishing materials to the other Shareholders
with a view to obtaining signatures on such a request for a meeting,
the Trustees shall comply with the provisions of said Section 16(c)
with respect to providing such Shareholders access to the list of the
Shareholders of record of the Trust or the mailing of such materials
to such Shareholders of record. Shareholders shall be entitled to at
least fifteen (((15))) days' notice of any meeting.
QUORUM AND REQUIRED VOTE
SECTION 3. A majority of Shares entitled to vote in person or by
proxy shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of
this Declaration of Trust permits or requires that holders of any
Series ((or Class)) shall vote as a Series ((or Class)) then a
majority of the aggregate number of Shares of that Series ((or Class))
entitled to vote shall be necessary to constitute a quorum for the
transaction of business by that Series ((or Class)). Any lesser number
shall be sufficient for adjournments. Any adjourned session or
sessions may be held, within a reasonable time after the date set for
the original meeting, without the necessity of further notice. Except
when a larger vote is required ((by applicable law or)) by any
provision of this Declaration of Trust or the Bylaws, ((if any,)) a
majority of the Shares voted in person or by proxy shall decide any
questions and a plurality shall elect a Trustee, provided that where
any provision of law or of this Declaration of Trust permits or
requires that the holders of any Series ((or Class)) shall vote as a
Series ((or Class)), then a majority of the Shares of that Series ((or
Class)) voted on the matter shall decide that matter insofar as that
Series ((or Class)) is concerned. ((Shareholders may act by unanimous
written consent. Actions taken by a Series or Class may be consented
to unanimously in writing by Shareholders of that Series or Class.))
ARTICLE IX
CUSTODIAN
APPOINTMENT AND DUTIES
SECTION 1. The Trustees shall at all times employ a bank((, a
company that is a member of a national securities exchange,)) [or]
trust company, ((or other entity permitted under the 1940 Act, as
modified by or interpreted by any applicable order or orders of the
Commission or any rules or regulations adopted or interpretative
releases of the Commission thereunder)), having capital, surplus, and
undivided profits of at least two million dollars ($2,000,000), or
such other amount [or such other entity] as shall be allowed by the
Commission or by the 1940 Act, as custodian with authority as its
agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the Bylaws of the Trust,
((if any)):
(1) to hold the securities owned by the Trust and deliver the same
upon written order or oral order, if [confirmed] in writing, or by
such electro-mechanical or electronic devices as are agreed to by the
Trust and the custodian, if such procedures have been authorized in
writing by the Trust;
(2) to receive and receipt for any moneys due to the Trust and deposit
the same in its own banking department or elsewhere as the Trustees
may direct; and
(3) to disburse such funds upon orders or vouchers;
and the Trust may also employ such custodian as its agent:
(1) to keep the books and accounts of the Trust and furnish clerical
and accounting services; and
(2) to compute, if authorized to do so [by the Trustees], the Net
Asset Value of any Series ((or Class thereof)) in accordance with the
provisions hereof; ((all upon such basis of compensation as may be
agreed upon between the Trustees and the custodian.))
[all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian. If so directed by a Majority Shareholder
Vote, the custodian shall deliver and pay over all property of the
Trust held by it as specified in such vote.]
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and
services of the custodian, and upon such terms and conditions, as may
be agreed upon between the custodian and such sub-custodian and
approved by the Trustees, provided that in every case such
sub-custodian shall be a bank, ((a company that is a member of a
national securities exchange,)) [or] trust company, ((or other entity
permitted)) [organized] under the [laws of the United States or one of
the states thereof] ((1940 Act, as modified by or interpreted by any
applicable order or orders of the Commission or any rules or
regulations adopted or interpretative releases of the Commission
thereunder)), [and] having capital, surplus, and undivided profits of
at least two million dollars ($2,000,000), or such other [person as
may be permitted by the Commission, or otherwise in accordance with
the 1940 Act as from time to time amended] ((amount as shall be
allowed by the Commission or by the 1940 Act)).
CENTRAL [CERTIFICATED] DEPOSITORY SYSTEM
SECTION 2. Subject to such rules, regulations and orders as the
Commission may adopt, the Trustees may direct the custodian to deposit
all or any part of the securities owned by the Trust in a system for
the central handling of securities established by a national
securities exchange or a national securities association registered
with the Commission under the Securities Exchange Act of 1934 or such
other person as may be permitted by the Commission or otherwise in
accordance with the 1940 Act, [as from time to time amended,] pursuant
to which system all securities of any particular [c]((C))lass or
[s]((S))eries of any issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities; provided that all such
deposits shall be subject to withdrawal only upon the order of the
Trust ((or its custodian, subcustodians, or other authorized agents)).
ARTICLE X
[DISTRIBUTIONS AND REDEMPTIONS]
((DISTRIBUTIONS, REDEMPTIONS AND DETERMINATION OF NET ASSET VALUE))
DISTRIBUTIONS
SECTION 1.
(a) The Trustees may from time to time declare and pay dividends. The
amount of such dividends and the payment of them shall be wholly in
the discretion of the Trustees.
(b) The Trustees shall have power, to the fullest extent permitted by
the laws of Massachusetts, at any time to declare and cause to be paid
dividends on Shares of a particular Series, from the assets belonging
to that Series, which dividends, at the election of the Trustees, may
be paid daily or otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Trustees
may determine, and may be payable in Shares of that Series, ((or
Classes thereof,)) at the election of each Shareholder of that Series.
((The Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash dividend payout plans, or related plans as
the Trustees shall deem appropriate.))
(c) Anything in this instrument to the contrary notwithstanding, the
Trustees may at any time declare and distribute ((a stock dividend))
pro rata among the Shareholders of a particular Series, ((or Class
thereof,)) as of the record date of that Series ((or Class)) fixed as
provided in ((Article XII)), Section 3 [hereof a "stock dividend"].
REDEMPTIONS
SECTION 2. In case any holder of record of Shares of a particular
Series ((or Class of a Series)) desires to dispose of his Shares, he
may deposit at the office of the transfer agent or other authorized
agent of that Series a written request or such other form of request
as the Trustees may, from time to time, authorize, requesting that the
Series purchase the Shares in accordance with this Section 2; and the
Shareholder so requesting shall be entitled to require the Series to
purchase, and the Series or the principal underwriter of the Series
shall purchase his said Shares, but only at the Net Asset Value
thereof (as described in Section 3 hereof). The Series shall make
payment for any such Shares to be redeemed, as aforesaid, in cash or
property from the assets of that Series, and payment for such Shares
((less any applicable deferred sales charges and/or fees)) shall be
made by the Series or the principal underwriter of the Series to the
Shareholder of record within seven (7) days after the date upon which
the request is effective.
DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS
SECTION 3. The term "Net Asset Value" of any Series ((or Class))
shall mean that amount by which the assets of that Series ((or Class))
exceed its liabilities, all as determined by or under the direction of
the Trustees. Such value per Share shall be determined separately for
each Series ((or Class)) of Shares and shall be determined on such
days and at such times as the Trustees may determine. Such
determination shall be made with respect to securities for which
market quotations are readily available, at the market value of such
securities; and with respect to other securities and assets, at the
fair value as determined in good faith by the Trustees, provided,
however, that the Trustees, without Shareholder approval, may alter
the method of appraising portfolio securities insofar as permitted
under the 1940 Act and the rules, regulations, and interpretations
thereof promulgated or issued by the Commission or insofar as
permitted by any [O]((o))rder of the Commission applicable to the
Series. The Trustees may delegate any of its powers and duties under
this Section 3 with respect to appraisal of assets and liabilities. At
any time, the Trustees may cause the value [par] ((per)) Share last
determined to be determined again in ((a)) similar manner and may fix
the time when such redetermined value shall become effective.
SUSPENSION OF THE RIGHT OF REDEMPTION
SECTION 4. The Trustees may declare a suspension of the right of
redemption or postpone the date of payment as permitted under the 1940
Act. Such suspension shall take effect at such time as the Trustees
shall specify, but not later than the close of business on the
business day next following the declaration of suspension, and
thereafter there shall be no right of redemption or payment until the
Trustees shall declare the suspension at an end. In the case of a
suspension of the right of redemption, a Shareholder may either
withdraw his request for redemption or receive payment based on the
Net Asset Value per Share existing after the termination of the
suspension. ((In the event that any Series is divided into Classes,
the provisions of this Section, to the extent applicable as determined
in the discretion of the Trustees and consistent with applicable law,
may be equally applied to each such Class.))
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
LIMITATION OF LIABILITY
SECTION 1. Provided they have exercised reasonable care and have
acted under the reasonable belief that their actions are in the best
interest of the Trust, the Trustees shall not be responsible for or
liable in any event for neglect or wrongdoing of them or any officer,
agent, employee, or investment adviser of the Trust, but nothing
contained herein shall protect any Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
[INDEMNIFICATION]
((INDEMNIFICATION OF COVERED PERSONS))
SECTION 2.
(a) Subject to the exceptions and limitations contained in Section
(b) below:
(i) every person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as "Covered Person") shall be
indemnified by the appropriate Series to the fullest extent permitted
by law against liability and against all expenses reasonably incurred
or paid by him in connection with any claim, action, suit, or
proceeding in which he becomes involved as a party or otherwise by
virtue of his being or having been a Trustee or officer and against
amounts paid or incurred by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office; or (B) not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office,
(A) by the court or other body approving the settlement;
(B) by at least a majority of those Trustees who are neither
[i]((I))nterested [p]((P))ersons of the Trust nor are parties to the
matter based upon a review of readily available facts (as opposed to a
full trial-type inquiry); or
(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry);
provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees, or by
independent counsel.
(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be such Trustee or officer, and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
Nothing contained herein shall affect any rights to indemnification to
which Trust personnel, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under law.
(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit, or proceeding of the character
described in [p]((P))aragraph (a) of this Section 2 may be paid by the
applicable Series from time to time prior to final disposition thereof
upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the applicable Series if
it is ultimately determined that he is not entitled to indemnification
under this Section 2; provided, however, that either [(a)](((i))) such
Covered Person shall have provided appropriate security for such
undertaking; [(b)](((ii))) the Trust is insured against losses arising
out of any such advance payments; or [(c)](((iii))) either a majority
of the Trustees who are neither interested persons of the Trust nor
parties to the matter, or independent legal counsel in a written
opinion, shall have determined, based upon a review of readily
available facts (as opposed to a trial-type inquiry or full
investigation), that there is reason to believe that such Covered
Person will be found entitled to indemnification under this Section 2.
[SHAREHOLDERS]
((INDEMNIFICATION OF SHAREHOLDERS))
SECTION 3. In case any Shareholder or former Shareholder of any
Series of the Trust shall be held to be personally liable solely by
reason of his being or having been a Shareholder and not because of
his acts or omissions or for some other reason, the Shareholder or
former Shareholder (or his heirs, executors, administrators, or other
legal representatives or, in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled
out of the assets belonging to the applicable Series to be held
harmless from and indemnified against all loss and expense arising
from such liability. The Series shall, upon request by the
Shareholder, assume the defense of any claim made against the
Shareholder for any act or obligation of the Series and satisfy any
judgment thereon.
ARTICLE XII
MISCELLANEOUS
[TRUST NOT A PARTNERSHIP]
((TRUST NOT A PARTNERSHIP, ETC.))
SECTION 1. It is hereby expressly declared that a trust ((is created
hereby)) and not a partnership, ((joint stock association,
corporation, bailment, or any form of a legal relationship other than
a trust)) [is created hereby]. No Trustee hereunder shall have any
power to ((personally)) bind [personally] either the Trust's officers
or any Shareholder. All persons extending credit to, contracting with,
or having any claim against the Trust or the Trustees shall look only
to the assets of the appropriate Series for payment under such credit,
contract, or claim; and neither the Shareholders nor the Trustees, nor
any of their agents, whether past, present, or future, shall be
personally liable therefor. Nothing in this Declaration of Trust shall
protect a Trustee against any liability to which the Trustee would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the
conduct of the office of Trustee hereunder.
[TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY]
((TRUSTEES' GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY)))
SECTION 2. The exercise by the Trustees of their powers and
discretions hereunder in good faith and with reasonable care under the
circumstances then prevailing, shall be binding upon everyone
interested. Subject to the provisions of Section 1 of this Article XII
and to Article XI, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation of
this Declaration of Trust, and subject to the provisions of Section 1
of this Article XII and to Article XI, shall be under no liability for
any act or omission in accordance with such advice or for failing to
follow such advice. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is obtained.
ESTABLISHMENT OF RECORD DATES
SECTION 3. The Trustees may close the stock transfer books of the
Trust for a period not exceeding sixty (60) days preceding the date of
any meeting of Shareholders, or the date for the payment of any
dividends, or the date for the allotment of rights, or the date when
any change or conversion or exchange of Shares shall go into effect;
or in lieu of closing the stock transfer books as aforesaid, the
Trustees may fix in advance a date not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date for
payment of any dividend((s)), or the date for the allotment of rights,
or the date when any change or conversion or exchange of Shares shall
go into effect, as a record date for the determination of the
Shareholders entitled to notice of, and to vote at, any such meeting,
or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of Shares, and in such case such
Shareholders and only such Shareholders as shall be Shareholders of
record on the date so fixed shall be entitled to such notice of, and
to vote at, such meeting, or to receive payment of such dividend, or
to receive such allotment or rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any Shares on the
books of the Trust after any such record date fixed or aforesaid.
[TERMINATION OF TRUST]
((DURATION; TERMINATION OF TRUST, A SERIES OR A CLASS; MERGERS, ETC.))
[Section 4.]
[(a)]((SECTION 4.1. DURATION.)) [This] ((The)) Trust shall continue
without limitation of time, but subject to the provisions [of
sub-section (b)] of this [Section 4] ((Article XII)).
[(b) Subject to a Majority Shareholder Vote of each Series affected
by the matter or, if applicable, to a Majority Shareholder Vote of the
Trust, the Trustees may
(i) sell and convey the assets of the Trust or any affected Series to
another trust, partnership, association or corporation organized under
the laws of any state which is a diversified open-end management
investment company as defined in the 1940 Act, for adequate
consideration which may include the assumption of all outstanding
obligations, taxes and other liabilities, accrued or contingent, of
the Trust or any affected Series, and which may include shares of
beneficial interest or stock of such trust, partnership, association
or corporation; or
(ii) at any time sell and convert into money all of the assets of the
Trust or any affected Series.
Upon making provision for the payment of all such liabilities in
either (i) or (ii), by such assumption or otherwise, the Trustees
shall distribute the remaining proceeds or assets (as the case may be)
ratably among the holders of the Shares of the Trust or any affected
Series then outstanding.
(c) Upon completion of the distribution of the remaining proceeds or
the remaining assets as provided in sub-section (b), the Trust or any
affected Series shall terminate and the Trustees shall be discharged
of any and all further liabilities and duties hereunder and the right,
title and interest of all parties shall be cancelled and discharged.]
((SECTION 4.2 TERMINATION OF THE TRUST, A SERIES OR A CLASS. (a)
Subject to applicable Federal and state law, the Trust or any Series
or Class thereof may be terminated (i) by Majority Shareholder Vote of
the Trust, each Series affected, or each Class affected, as the case
may be; or (ii) without the vote or consent of Shareholders by a
majority of the Trustees either at a meeting or by written consent.
The Trustees shall provide written notice to the affected Shareholders
of a termination effected under clause (ii) above. Upon the
termination of the Trust or the Series or Class,
(i) the Trust or the Series or Class shall carry on no business
except for the purpose of winding up its affairs;
(ii) the Trustees shall proceed to wind up the affairs of the Trust
or the Series or Class, and all of the powers of the Trustees under
this Declaration of Trust shall continue until the affairs of the
Trust shall have been wound up, including the power to fulfill or
discharge the contracts of the Trust or the Series or Class thereof;
collect its assets; sell, convey, assign, exchange, transfer, or
otherwise dispose of all or any part of the remaining Trust property
or Trust property allocated or belonging to such Series or Class to
one or more persons at public or private sale for consideration that
may consist in whole or in part of cash, securities, or other property
of any kind; discharge or pay its liabilities; and do all other acts
appropriate to liquidate its business; provided that any sale,
conveyance, assignment, exchange, transfer, or other disposition of
all or substantially all the Trust property or Trust property
allocated or belonging to such Series or Class (other than as provided
in (iii) below) shall require Shareholder approval in accordance with
Section 4.3 below.
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities, and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust property or the remaining
property of the terminated Series or Class, in cash or in kind or
partly each, among the Shareholders of the Trust or the Series or
Class according to their respective rights.
(b) After termination of the Trust or the Series or Class and
distribution to the Shareholders as herein provided, a majority of the
Trustees shall execute and lodge among the records of the Trust and
file with the Secretary of The Commonwealth of Massachusetts, as
appropriate, an instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged from all
further liabilities and duties with respect to the Trust or the
terminated Series or Class, and the rights and interests of all
Shareholders of the Trust or the terminated Series or Class shall
thereupon cease.
SECTION 4.3. MERGER, CONSOLIDATION, AND SALE OF ASSETS. Subject to
applicable Federal and state law and except as otherwise provided in
Section 4.4 below, the Trust or any Series thereof may merge or
consolidate with any other corporation, association, trust, or other
organization or may sell, lease, or exchange all or substantially all
of the Trust property or Trust property allocated or belonging to such
Series, including its good will, upon such terms and conditions and
for such consideration when and as authorized at any meeting of
Shareholders called for such purpose by a Majority Shareholder Vote of
the Trust or affected Series, as the case may be. Any such merger,
consolidation, sale, lease, or exchange shall be deemed for all
purposes to have been accomplished under and pursuant to Massachusetts
law.
SECTION 4.4. INCORPORATION; REORGANIZATION. Subject to applicable
Federal and state law, the Trustees may without the vote or consent of
Shareholders cause to be organized or assist in organizing a
corporation or corporations under the laws of any jurisdiction or any
other trust, partnership, limited liability company, association, or
other organization to take over all of the Trust property or the Trust
property allocated or belonging to such Series or to carry on any
business in which the Trust shall directly or indirectly have any
interest, and to sell, convey and transfer the Trust property or the
Trust property allocated or belonging to such Series to any such
corporation, trust, limited liability company, partnership,
association, or organization in exchange for the shares or securities
thereof or otherwise, and to lend money to, subscribe for the shares
or securities of, and enter into any contracts with any such
corporation, trust, partnership, limited liability company,
association, or organization, or any corporation, partnership, limited
liability company, trust, association, or organization in which the
Trust or such Series holds or is about to acquire shares or any other
interest. Subject to applicable Federal and state law, the Trustees
may also cause a merger or consolidation between the Trust or any
successor thereto and any such corporation, trust, partnership,
limited liability company, association, or other organization.
Nothing contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one
or more corporations, trusts, partnerships, limited liability
companies, associations, or other organizations and selling,
conveying, or transferring the Trust property or a portion of the
Trust property to such organization or entities; provided, however,
that the Trustees shall provide written notice to the affected
Shareholders of any transaction whereby, pursuant to this Section 4.4,
the Trust or any Series therof sells, conveys, or transfers
substantially all of its assets to another entity or merges or
consolidates with another entity.))
FILING OF COPIES, REFERENCES, AND HEADINGS
SECTION 5. The original or a copy of this instrument and of each
declaration of trust supplemental hereto shall be kept at the office
of the Trust where it may be inspected by any Shareholder. A copy of
this instrument and of each supplemental declaration of trust shall be
filed by the Trustees with the Secretary of [t]((T))he Commonwealth of
Massachusetts and the Boston City Clerk, as well as any other
governmental office where such filing may from time to time be
required. Anyone dealing with the Trust may rely on a certificate by
an officer or Trustee of the Trust as to whether or not any such
supplemental declarations of trust have been made and as to any
matters in connection with the Trust hereunder, and with the same
effect as if it were the original, may rely on a copy certified by an
officer or Trustee of the Trust to be a copy of this instrument or of
any such supplemental declaration of trust. In this instrument or in
any such supplemental declaration of trust, references to this
instrument and all expressions like "herein," "hereof" and
"hereunder," shall be deemed to refer to this instrument as amended or
affected by any such supplemental declaration of trust. Headings are
placed herein for convenience of reference only and in case of any
conflict, the text of this instrument, rather than the headings, shall
control. This instrument may be executed in any number of counterparts
each of which shall be deemed an original.
APPLICABLE LAW
SECTION 6. The [t]((T))rust set forth in this instrument is made in
[t]((T))he Commonwealth of Massachusetts, and it is created under and
is to be governed by and construed and administered according to the
laws of said Commonwealth. The Trust shall be of the type commonly
called a Massachusetts business trust, and without limiting the
provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust, ((and the absence of a specific
reference herein to any such power, privilege, or action shall not
imply that the Trust may not exercise such power or privilege or take
such actions)).
AMENDMENTS
[Section 7. If authorized by votes of the Trustees and a Majority
Shareholder Vote, or by any larger vote which may be required by
applicable law or this Declaration of Trust in any particular case,
the Trustees shall amend or otherwise supplement this instrument, by
making a declaration of trust supplemental hereto, which thereafter
shall form a part hereof, except that an amendment which shall affect
the Shareholders of one or more Series but not the Shareholders of all
outstanding Series shall be authorized by vote of the Shareholders
holding a majority of the Shares entitled to vote of each Series
affected and no vote of Shareholders of a Series not affected shall be
required. Amendments having the purpose of changing the name of the
Trust or of supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent provision
contained herein shall not require authorization by Shareholder vote.
Copies of the supplemental declaration of trust shall be filed as
specified in Section 5 of this Article XII.]
((SECTION 7. Except as specifically provided herein, the Trustees
may, without shareholder vote, amend or otherwise supplement this
Declaration of Trust by making an amendment, a Declaration of Trust
supplemental hereto or an amended and restated Declaration of Trust.
Shareholders shall have the right to vote (a) on any amendment that
would affect their right to vote granted in Section 1 of Article VIII;
(b) on any amendment that would alter the maximum number of Trustees
permitted under Section 6 of Article IV; (c) on any amendment to this
Section 7; (d) on any amendment as may be required by law or by the
Trust's registration statement filed with the Commission; and (e) on
any amendment submitted to them by the Trustees. Any amendment
required or permitted to be submitted to Shareholders that, as the
Trustees determine, shall affect the Shareholders of one or more
Series or Classes shall be authorized by vote of the Shareholders of
each Series or Class affected and no vote of shareholders of a Series
or Class not affected shall be required. Notwithstanding anything
else herein, any amendment to Article XI shall not limit the rights to
indemnification or insurance provided therein with respect to action
or omission of Covered Persons prior to such amendment.))
FISCAL YEAR
SECTION 8. The fiscal year of the Trust shall end on a specified
date as set forth in the Bylaws, if any, provided, however, that the
Trustees may, without Shareholder approval, change the fiscal year of
the Trust.
USE OF THE WORD "FIDELITY"
SECTION 9. Fidelity Management & Research Company ("FMR") has
consented to the use by any Series of the Trust of the identifying
word "Fidelity" in the name of any Series of the Trust at some future
date. Such consent is conditioned upon the employment of FMR ((or a
subsidiary or affiliate thereof)) as investment adviser of each Series
of the Trust. As between the Trust and itself, FMR controls the use of
the name of the Trust insofar as such name contains the identifying
word "Fidelity." FMR may from time to time use the identifying word
"Fidelity" in other connections and for other purposes, including,
without limitation, in the names of other investment companies,
corporations, or businesses [which] ((that)) it may manage, advise,
sponsor or own or in which it may have a financial interest. FMR may
require the Trust or any Series thereof to cease using the identifying
word "Fidelity" in the name of the Trust or any Series thereof if the
Trust or any Series thereof ceases to employ FMR or a subsidiary or
affiliate thereof as investment adviser.
((Provisions in Conflict with Law or Regulations.
SECTION 10. (a) The provisions of this Declaration of Trust are
severable, and, if the Trustees shall determine, with the advice of
counsel, that any of such provisions is in conflict with the 1940 Act,
the regulated investment company provisions of the Internal Revenue
Code or with other applicable laws and regulations, the conflicting
provision shall be deemed never to have constituted a part of this
Declaration of Trust; provided, however, that such determination shall
not affect any of the remaining provisions of this Declaration of
Trust or render invalid or improper any action taken or omitted prior
to such determination.
(b) If any provision of this Declaration Trust shall be held invalid
or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provisions in any
other jurisdiction or any other provision of this Declaration of Trust
in any jurisdiction.))
IN WITNESS WHEREOF, the undersigned, being all [of] the Trustees of
the Trust, have executed this instrument this [14th day of April,
1994] ((____ day of ______, 1998)).
[SIGNATURE LINES OMITTED]

EXHIBIT 2
FORM OF MANAGEMENT CONTRACT
The language to be added to the current contract is ((underlined));
the language to be deleted is set forth in [brackets]; comments
in{curled brackets} are not part of the contract}.
MANAGEMENT CONTRACT
between
FIDELITY SELECT PORTFOLIOS:
{NAMES OF EACH PORTFOLIO OMITTED}
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
[MODIFICATION made] ((AGREEMENT AMENDED and RESTATED as of)) this
[1st day of March 1994] ((___ day of __________ 1998)), by and between
Fidelity Select Portfolios, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the "Fund"), on behalf of {NAMES OF EACH PORTFOLIO OMITTED}
(hereinafter called the "Portfolio"), and Fidelity Management &
Research Company, a Massachusetts corporation (hereinafter called the
"Adviser")(( as set forth in its entirety below)).
Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing
Management Contract dated [January 1, 1990] [June 29, 1989 {in the
case of Environmental Services Portfolio}] [June 14, 1990 {in the case
of Consumer Industries Portfolio and Developing Communications
Portfolio}] [March 1, 1993 {in the case of Home Finance Portfolio}]
[April 15, 1993 {in the case of Natural Gas Portfolio}] ((March 1,
1994)), to a modification of said Contract in the manner set forth
below. The [Modified] ((Amended)) Management Contract shall, when
executed by duly authorized officers of the Fund and [the] Adviser,
take effect on [the later of March 1, 1994] ((_________, 1998)) or the
first day of the month following approval.
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 Group Fee
and an Individual Fund Fee.
(a) 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 - 228] [.3000]

[228 - 282] [.2950]

[282 - 336] [.2900]

[Over 336] [.2850]

((174)) - ((210)) ((.3000))

((210)) - ((246)) ((.2950))

((246)) - ((282)) ((.2900))

((282)) - ((318)) ((.2850))

((318)) - ((354)) ((.2800))

((354)) - ((390)) ((.2750))

((390)) - ((426)) ((.2700))

((426)) - ((462)) ((.2650))

((462)) - ((498)) ((.2600))

((498)) - ((534)) ((.2550))

((Over)) - ((534)) ((.2500))

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
((0)).30%.
The sum of the Group Fee Rate, calculated as described above to the
nearest millionth, and the Individual Fund Fee Rate shall constitute
the Annual Management Fee Rate. One-twelfth of the Annual Management
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.
(c) 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, and the fee
computed upon the average net assets for the business days it is so in
effect for that month.
4. It is understood that the Portfolio will pay all its expenses
[other than those expressly stated to be payable by the Adviser
hereunder], 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, [1994] ((1998)) 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] ((subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission)).
(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.
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.
[SIGNATURE LINES OMITTED]

EXHIBIT 3
FORM OF MANAGEMENT CONTRACT
The language to be added to the current contract is ((underlined))
and language to be deleted is set forth in [brackets].
MANAGEMENT CONTRACT
between
FIDELITY SELECT PORTFOLIOS:
MONEY MARKET PORTFOLIO
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
[MODIFICATION made] ((AGREEMENT AMENDED and RESTATED as of)) this
[1st day of March 1994] ((___ day of _________ 1998)), by and between
Fidelity Select Portfolios, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the "Fund"), on behalf of Money Market Portfolio (hereinafter
called the "Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the "Adviser") ((as set
forth in its entirety below)).
Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 6 of the existing
Management Contract dated [May 1, 1987] ((March 1, 1994)), to a
modification of said Contract in the manner set forth below. The
[Modified] ((Amended)) Management Contract shall, when executed by
duly authorized officers of the Fund and [the] Adviser, take effect on
[the later of March 1, 1994] ((_________, 1998)) or the first day of
the month following approval.
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 Group Fee,
an Individual Fund Fee, and an Income Component.
(a) 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 .3700%

3 - 6 .3400

6 - 9 .3100

9 - 12 .2800

12 - 15 .2500

15 - 18 .2200

18 - 21 .2000

21 - 24 .1900

24 - 30 .1800

30 - 36 .1750

36 - 42 .1700

42 - 48 .1650

48 - 66 .1600

66 - 84 .1550

84 - 120 .1500

[120 - 174] [.1450]

[174 - 228] [.1400]

[228 - 282] [.1375]

[282 - 336] [.1350]

[Over 336] [.1325]

((120)) - ((156)) ((.1450))

((156)) - ((192)) ((.1400))

((192)) - ((228)) ((.1350))

((228)) - ((264)) ((.1300))

((264)) - ((300)) ((.1275))

((300)) - ((336)) ((.1250))

((336)) - ((372)) ((.1225))

((372)) - ((408)) ((.1200))

((408)) - ((444)) ((.1175))

((444)) - ((480)) ((.1150))

((480)) - ((516)) ((.1125))

((Over)) - ((516)) ((.1100))

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
((0)).03%.
One-twelfth of the Group Fee Rate (calculated as described above to
the nearest millionth) and of the Individual Fund Fee Rate shall be
applied to the average 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 to determine the Group Fee and
the Individual Fee for such month.
(c) The Income Component. The Adviser shall receive a monthly
payment computed on the basis of the Portfolio's gross income. With
respect to that amount of the Portfolio's monthly gross income which
is in excess of that amount which is equivalent to an annualized yield
of 5%, the Adviser shall receive 6% of the amount of such excess.
Gross income, for this purpose, includes interest accrued and/or
discount earned (including both original issue discount and market
discount) on portfolio obligations, less amortization of premium on
portfolio obligations computed in accordance with generally accepted
accounting practices. Annualized yield shall be determined by
dividing the Portfolio's gross income for the month by average daily
net assets of the Portfolio for the month and dividing the result by
the number of days in the month over 365 days.

(Gross Income for the Month) (divided by) (Days in the
Month)
(Average Daily Net Assets for the Month) (365 Days)
Notwithstanding the foregoing, in no event shall the Adviser be
entitled to receive an income component for any month that is in
excess of an amount equal to 0.24% of the Portfolio's average net
assets for such month.
(d) 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, and the fee
computed upon the average net assets for the business days it is so in
effect for that month.
4. It is understood that the Portfolio will pay all its expenses
[other than those expressly stated to be payable by the Adviser
hereunder], 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 May
31, [1994] ((1999)) 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] ((subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission)).
(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.
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.
[SIGNATURE LINES OMITTED]

EXHIBIT 4
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
AND
FIDELITY SELECT PORTFOLIOS ON BEHALF OF AMERICAN GOLD PORTFOLIO
AGREEMENT made this___ day of _______, 1998, by and between Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Adviser"); Fidelity Management & Research
(U.K.) Inc. (hereinafter called the "Sub-Adviser"); and Fidelity
Select Portfolios, a Massachusetts business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the "Trust") on behalf of American Gold Portfolio (hereinafter called
the "Portfolio").
WHEREAS the Trust and the Adviser have entered into a Management
Contract on behalf of the Portfolio, pursuant to which the Adviser is
to act as investment manager of the Portfolio; and
WHEREAS the Sub-Adviser 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 Adviser and the
Sub-Adviser agree as follows:
1. Duties: The Adviser may, in its discretion, appoint the
Sub-Adviser 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-Adviser shall be as agreed upon from
time to time by the Adviser and the Sub-Adviser. The Sub-Adviser shall
pay the salaries and fees of all personnel of the Sub-Adviser
performing services for the Portfolio relating to research,
statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the
Adviser, the Sub-Adviser shall provide investment advice to the
Portfolio and the Adviser 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 Adviser such factual information,
research reports and investment recommendations as the Adviser may
reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Adviser, the Sub-Adviser shall, subject to the supervision of the
Adviser, 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 Adviser may impose with respect
to the Portfolio by notice to the Sub-Adviser. With respect to the
portion of the investments of the Portfolio under its management, the
Sub-Adviser 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-Adviser may
select. The Sub-Adviser may also be authorized, but only to the
extent such duties are delegated in writing by the Adviser, 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-Adviser shall at all times be subject to the control and direction
of the Adviser and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Adviser 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-Adviser 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 Adviser: The
Sub-Adviser shall furnish such reports, evaluations, information or
analyses to the Trust and the Adviser as the Trust's Board of Trustees
or the Adviser may reasonably request from time to time, or as the
Sub-Adviser may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-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 Sub-Adviser, which may include brokers or dealers
affiliated with the Adviser or Sub-Adviser. The Sub-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 l934) to the Portfolio and/or to the other
accounts over which the Sub-Adviser or Adviser exercise investment
discretion. The Sub-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 Sub-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
Sub-Adviser 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 Adviser shall compensate the Sub-Adviser 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 Adviser agrees
to pay the Sub-Adviser a monthly Sub-Advisory Fee. The Sub-Advisory
Fee shall be equal to 110% of the Sub-Adviser'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
Adviser, 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 Adviser agrees
to pay the Sub-Adviser 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 Adviser under its Management
Contract with the Adviser, multiplied by: (ii) the fraction equal to
the net assets of the Portfolio as to which the Sub-Adviser 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 Adviser 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-Adviser will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Adviser reduces its fees to reflect such waivers or reimbursements
and the Adviser subsequently recovers all or any portion of such
waivers or reimbursements, then the Sub-Adviser shall be entitled to
receive from the Adviser a proportionate share of the amount
recovered. To the extent that waivers and reimbursements by the
Adviser required by such limitations are in excess of the Adviser's
management fee, the Investment Management Fee paid to the Sub-Adviser
will be reduced to zero for that month, but in no event shall the
Sub-Adviser be required to reimburse the Adviser for all or a portion
of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Adviser 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-Adviser 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-Adviser hereunder or by the Adviser 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-Adviser 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 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 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 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 Adviser or the Sub-Adviser as directors, officers or otherwise and
that directors, officers and stockholders of the Adviser or the
Sub-Adviser are or may be or become similarly interested in the Trust,
and that the Adviser or the Sub-Adviser 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-Adviser to the Adviser are not to be deemed to be exclusive, the
Sub-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 Agreement, interfere, in a
material manner, with the Sub-Adviser's ability to meet all of its
obligations hereunder. The Sub-Adviser shall for all purposes be an
independent contractor and not an agent or employee of the Adviser 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-Adviser, the Sub-Adviser shall not be
subject to liability to the Adviser, 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, 1998 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 Adviser,
the Sub-Adviser and the Portfolio subject to the provisions of Section
15 of the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Securities and Exchange Commission (the
"Commission") or any rules or regulations adopted by, or
interpretative releases of, the Commission.
(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 Adviser, the Sub-Adviser 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-Adviser 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-Adviser shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Adviser 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.
[SIGNATURE LINES OMITTED]

EXHIBIT 5
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
AND
FIDELITY SELECT PORTFOLIOS ON BEHALF OF AMERICAN GOLD PORTFOLIO
AGREEMENT made this ___ day of _______, 1998, by and between Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Adviser"); Fidelity Management & Research
(Far East) Inc. (hereinafter called the "Sub-Adviser"); and Fidelity
Select Portfolios, a Massachusetts business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the "Trust") on behalf of American Gold Portfolio (hereinafter called
the "Portfolio").
WHEREAS the Trust and the Adviser have entered into a Management
Contract on behalf of the Portfolio, pursuant to which the Adviser is
to act as investment manager of the Portfolio; and
WHEREAS the Sub-Adviser 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 Adviser and the
Sub-Adviser agree as follows:
1. Duties: The Adviser may, in its discretion, appoint the
Sub-Adviser 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-Adviser shall be as agreed upon from
time to time by the Adviser and the Sub-Adviser. The Sub-Adviser shall
pay the salaries and fees of all personnel of the Sub-Adviser
performing services for the Portfolio relating to research,
statistical and investment activities.
(a) INVESTMENT ADVICE: If and to the extent requested by the
Adviser, the Sub-Adviser shall provide investment advice to the
Portfolio and the Adviser 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 Adviser such factual information,
research reports and investment recommendations as the Adviser may
reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Adviser, the Sub-Adviser shall, subject to the supervision of the
Adviser, 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 Adviser may impose with respect
to the Portfolio by notice to the Sub-Adviser. With respect to the
portion of the investments of the Portfolio under its management, the
Sub-Adviser 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-Adviser may
select. The Sub-Adviser may also be authorized, but only to the
extent such duties are delegated in writing by the Adviser, 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-Adviser shall at all times be subject to the control and direction
of the Adviser and the Trust's Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Adviser 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-Adviser 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-Adviser shall furnish such reports, evaluations, information or
analyses to the Trust and the Adviser as the Trust's Board of Trustees
or the Adviser may reasonably request from time to time, or as the
Sub-Adviser may deem to be desirable.
3. Brokerage: In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-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 Sub-Adviser, which may include brokers or dealers
affiliated with the Adviser or Sub-Adviser. The Sub-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 l934) to the Portfolio and/or to the other
accounts over which the Sub-Adviser or Adviser exercise investment
discretion. The Sub-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 Sub-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
Sub-Adviser 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 Adviser shall compensate the Sub-Adviser 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 Adviser agrees
to pay the Sub-Adviser a monthly Sub-Advisory Fee. The Sub-Advisory
Fee shall be equal to 105% of the Sub-Adviser'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
Adviser, 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 Adviser agrees
to pay the Sub-Adviser 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 Adviser under its Management
Contract with the Adviser, multiplied by: (ii) the fraction equal to
the net assets of the Portfolio as to which the Sub-Adviser 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 Adviser 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-Adviser will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Adviser reduces its fees to reflect such waivers or reimbursements
and the Adviser subsequently recovers all or any portion of such
waivers and reimbursements, then the Sub-Adviser shall be entitled to
receive from the Adviser a proportionate share of the amount
recovered. To the extent that waivers and reimbursements by the
Adviser required by such limitations are in excess of the Adviser's
management fee, the Investment Management Fee paid to the Sub-Adviser
will be reduced to zero for that month, but in no event shall the
Sub-Adviser be required to reimburse the Adviser for all or a portion
of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Adviser 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-Adviser 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-Adviser hereunder or by the Adviser 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-Adviser 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 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 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 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 Adviser or the Sub-Adviser as directors, officers or otherwise and
that directors, officers and stockholders of the Adviser or the
Sub-Adviser are or may be or become similarly interested in the Trust,
and that the Adviser or the Sub-Adviser 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-Adviser to the Adviser are not to be deemed to be exclusive, the
Sub-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 Agreement, interfere, in a
material manner, with the Sub-Adviser's ability to meet all of its
obligations hereunder. The Sub-Adviser shall for all purposes be an
independent contractor and not an agent or employee of the Adviser 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-Adviser, the Sub-Adviser shall not be
subject to liability to the Adviser, 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, 1998 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 Adviser,
the Sub-Adviser and the Portfolio subject to the provisions of Section
15 of the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Securities and Exchange Commission (the
"Commission") or any rules or regulations adopted by, or
interpretative releases of, the Commission.
(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 Adviser, the Sub-Adviser 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-Adviser 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-Adviser shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Adviser 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.
[SIGNATURE LINES OMITTED]

EXHIBIT 6
"PRIMARILY INVESTS IN" POLICIES
AIR TRANSPORTATION PORTFOLIO invests primarily in companies engaged in
the regional, national and international movement of passengers, mail,
and freight via aircraft.
AUTOMOTIVE PORTFOLIO invests primarily in companies engaged in the
manufacture, marketing or sale of automobiles, trucks, specialty
vehicles, parts, tires, and related services.
BIOTECHNOLOGY PORTFOLIO invests primarily in companies engaged in the
research, development, and manufacture of various biotechnological
products, services and processes.
1.BROKERAGE AND INVESTMENT MANAGEMENT PORTFOLIO invests primarily in
companies engaged in stock brokerage, commodity brokerage, investment
banking, tax-advantaged investment or investment sales, investment
management, or related investment advisory services.
CHEMICALS PORTFOLIO invests primarily in companies engaged in the
research, development, manufacture or marketing of products or
services related to the chemical process industries.
COMPUTERS PORTFOLIO invests primarily in companies engaged in
research, design, development, manufacture or distribution of
products, processes or services that relate to currently available or
experimental hardware technology within the computer industry.
CONSTRUCTION AND HOUSING PORTFOLIO invests primarily in companies
engaged in the design and construction of residential, commercial,
industrial and public works facilities, as well as companies engaged
in the manufacture, supply, distribution or sale of products or
services to these construction industries.
CONSUMER INDUSTRIES PORTFOLIO invests primarily in companies engaged
in the manufacture and distribution of goods to consumers both
domestically and internationally.
DEFENSE AND AEROSPACE PORTFOLIO invests primarily in companies engaged
in the research, manufacture or sale of products or services related
to the defense or aerospace industries.
DEVELOPING COMMUNICATIONS PORTFOLIO invests primarily in companies
engaged in the development, manufacture or sale of emerging
communications services or equipment.
ELECTRONICS PORTFOLIO invests primarily in companies engaged in the
design, manufacture, or sale of electronic components (semiconductors,
connectors, printed circuit boards and other components); equipment
vendors to electronic component manufacturers; electronic component
distributors; and electronic instruments and electronic systems
vendors.
ENERGY PORTFOLIO invests primarily in companies in the energy field,
including the conventional areas of oil, gas, electricity and coal,
and newer sources of energy such as nuclear, geothermal, oil shale and
solar power.
ENERGY SERVICE PORTFOLIO invests primarily in companies in the energy
service field, including those that provide services and equipment to
the conventional areas of oil, gas, electricity and coal, and newer
sources of energy such as nuclear, geothermal, oil shale and solar
power.
ENVIRONMENTAL SERVICES PORTFOLIO invests primarily in companies
engaged in the research, development, manufacture or distribution of
products, processes or services related to waste management or
pollution control.
2.FINANCIAL SERVICES PORTFOLIO invests primarily in companies that
provide financial services to consumers and industry.
FOOD AND AGRICULTURE PORTFOLIO invests primarily in companies engaged
in the manufacture, sale, or distribution of food and beverage
products, agricultural products, and products related to the
development of new food technologies.
HEALTH CARE PORTFOLIO invests primarily in companies engaged in the
design, manufacture, or sale of products or services used for or in
connection with health care or medicine.
HOME FINANCE PORTFOLIO invests primarily in companies engaged in
investing in real estate, usually through mortgages and other
consumer-related loans.
INDUSTRIAL EQUIPMENT PORTFOLIO invests primarily in companies engaged
in the manufacture, distribution or service of products and equipment
for the industrial sector, including integrated producers of capital
equipment (such as general industry machinery, farm equipment, and
computers), parts suppliers and subcontractors.
INDUSTRIAL MATERIALS PORTFOLIO invests primarily in companies engaged
in the manufacture, mining, processing, or distribution of raw
materials and intermediate goods used in the industrial sector.
INSURANCE PORTFOLIO invests primarily in companies engaged in
underwriting, reinsuring, selling, distributing, or placing of
property and casualty, life, or health insurance.
LEISURE PORTFOLIO invests primarily in companies engaged in the
design, production, or distribution of goods or services in the
leisure industries.
MEDICAL DELIVERY PORTFOLIO invests primarily in companies engaged in
the ownership or management of hospitals, nursing homes, health
maintenance organizations, and other companies specializing in the
delivery of health care services.
MULTIMEDIA PORTFOLIO invests primarily in companies engaged in the
development, production, sale and distribution of goods or services
used in the broadcast and media industries.
NATURAL GAS PORTFOLIO invests primarily in companies engaged in the
production, transmission, and distribution of natural gas, and
involved in the exploration of potential natural gas sources, as well
as those companies that provide services and equipment to natural gas
producers, refineries, cogeneration facilities, converters, and
distributors.
PAPER AND FOREST PRODUCTS PORTFOLIO invests primarily in companies
engaged in the manufacture, research, sale, or distribution of paper
products, packaging products, building materials (such as lumber and
paneling products), and other products related to the paper and forest
products industry.
3.PRECIOUS METALS AND MINERALS PORTFOLIO invests primarily in
companies engaged in exploration, mining, processing or dealing in
gold, silver, platinum, diamonds or other precious metals and
minerals.
REGIONAL BANKS PORTFOLIO invests primarily in companies engaged in
accepting deposits and making commercial and principally non-mortgage
consumer loans.
RETAILING PORTFOLIO invests primarily in companies engaged in
merchandising finished goods and services primarily to individual
consumers.
SOFTWARE AND COMPUTER SERVICES PORTFOLIO invests primarily in
companies engaged in research, design, production or distribution of
products or processes that relate to software or information-based
services.
TECHNOLOGY PORTFOLIO invests primarily in companies which FMR believes
have, or will develop, products, processes or services that will
provide or will benefit significantly from technological advances and
improvements.
TELECOMMUNICATIONS PORTFOLIO invests primarily in companies engaged in
the development, manufacture, or sale of communications services or
communications equipment.
TRANSPORTATION PORTFOLIO invests primarily in companies engaged in
providing transportation services or companies engaged in the design,
manufacture, distribution, or sale of transportation equipment.
UTILITIES GROWTH PORTFOLIO invests primarily in companies in the
public utilities industry and companies deriving a majority of their
revenues from their public utility operations.
MONEY MARKET PORTFOLIO seeks to provide high current income,
consistent with preservation of capital and liquidity, by investing in
a broad range of high quality money market instruments. At all times,
80% or more of the fund's assets will be invested in money market
instruments. The fund may not invest more than 25% of its total assets
in any one industry, except that the fund will invest more than 25% of
its total assets in the financial services industry. The fund may
borrow only for temporary or emergency purposes, or engage in reverse
repurchase agreements, but not in an amount exceeding 33% of its total
assets.
With the exception of Cyclical Industries and Natural Resources, each
stock fund seeks to achieve its investment objective by investing
primarily in equity securities, including common stocks and securities
convertible into common stocks, and for American Gold and Precious
Metals and Minerals, in certain precious metals. Normally, for each
stock fund (except American Gold, Cyclical Industries, Natural
Resources, and Precious Metals and Minerals) at least 80%, and in no
event less than 25%, of its assets will be invested in securities of
companies principally engaged in the business activities identified
for that fund. Normally at least 80% of American Gold's assets will be
invested in securities of North, Central and South American companies
engaged in gold-related activities, and in gold bullion or coins.
Under normal conditions, Precious Metals and Minerals will invest at
least 80%, of its assets in (i) securities of companies principally
engaged in exploration, mining, processing, or dealing in gold,
silver, platinum, diamonds, or other precious metals and minerals, and
(ii) precious metals. Each of Cyclical Industries and Natural
Resources invests at least 25% of its total assets in securities of
companies principally engaged in the business activities identified
for the fund.
For the purposes of the policies for each stock fund (except Cyclical
Industries and Natural Resources), a company is considered to be
"principally engaged" in a designated business activity if at least
50% of its assets, gross income, or net profits are committed to, or
derived from, that activity. For Brokerage and Investment Management
and Financial Services, an issuer that derives more than 15% of
revenues or profits from brokerage or investment management activities
is considered to be principally engaged in the business activities
identified for those funds. For each stock fund (except Cyclical
Industries and Natural Resources), FMR does not place any emphasis on
income when selecting securities, except when it believes that income
may have a favorable effect on a security's market value.

EXHIBIT 6
[TABLE WILL BE UPDATED IN A SUBSEQUENT FILING]
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS
(A)

<TABLE>
<CAPTION>
INVESTMENT FISCAL AVERAGE RATIO OF NET RATIO OF
OBJECTIVE AND FUND YEAR END (A) NET ASSETS ADVISORY FEES EXPENSES TO
(MILLIONS)(B) TO AVERAGE AVERAGE NET
NET ASSETS ASSETS (C)
PAID
TO FMR (C)

<S> <C> <C> <C> <C> <C> <C>
GROWTH

Select Portfolios:

Air Transportation 2/28/95 $ 9.4 0.24%* 2.50%*
((pound))

American Gold 2/28/95 350.5 0.62 1.41

Automotive ((pound)) 2/28/95 102.2 0.62 1.80*

Biotechnology ((pound)) 2/28/95 413.9 0.62 1.59

Brokerage and
Investment

Management ((pound)) 2/28/95 30.5 0.26* 2.54*

Chemicals ((pound)) 2/28/95 144.0 0.62 1.51*

Computers ((pound)) 2/28/95 131.6 0.62 1.69*

Construction and 2/28/95 40.9 0.62 1.74*
Housing ((pound))

Consumer Products 2/28/95 7.9 0.30* 2.49*
((pound))

Defense and 2/28/95 5.2 -* 2.49*
Aerospace ((pound))

Developing 2/28/95 222.6 0.62 1.50*
Communications
((pound))

Electronics ((pound)) 2/28/95 155.8 0.62 1.71*

Energy ((pound)) 2/28/95 104.4 0.62 1.85

Energy Service ((pound)) 2/28/95 59.4 0.62 1.79*

Environmental 2/28/95 45.0 0.62 2.01*
Services ((pound))

Financial Services 2/28/95 108.2 0.62 1.54*
((pound))

Food and 2/28/95 92.7 0.62 1.68*
Agriculture ((pound))

Health Care ((pound)) 2/28/95 642.9 0.62 1.36*

Home Finance ((pound)) 2/28/95 200.7 0.62 1.45*

Industrial 2/28/95 123.8 0.62 1.78*
Equipment ((pound))

Industrial Materials 2/28/95 177.3 0.62 1.53*
((pound))

Insurance ((pound)) 2/28/95 10.3 0.62 2.34*

Leisure ((pound)) 2/28/95 73.1 0.62 1.62*

Medical Delivery ((pound)) 2/28/95 214.0 0.62 1.45*

Multimedia ((pound)) ((psi)) 2/28/95 31.5 0.62 2.03*

Natural Gas ((pound)) 2/28/95 77.1 0.62 1.66*

Paper and Forest 2/28/95 56.2 0.62 1.87*
Products ((pound))

Precious Metals and 2/28/95 437.1 0.62 1.46
Minerals ((pound))

Regional Banks ((pound)) 2/28/95 143.9 0.62 1.56*

Select Portfolios
(continued):

Retailing ((pound)) 2/28/95 $ 60.8 0.62% 1.96*%

Software and 2/28/95 182.1 0.62 1.50*
Computer
Services ((pound))

Technology ((pound)) 2/28/95 206.1 0.62 1.56*

Telecommunications 2/28/95 374.3 0.62 1.55*
((pound))

Transportation ((pound)) 2/28/95 12.7 0.62 2.36*

Utilities 2/28/95 224.4 0.62 1.42*
Growth((pound))((psi))

Magellan ((pound)) 3/31/95 35,788.6 0.75 0.96*

Mid Cap Stock 4/30/95** 300.2 0.66(dagger) 1.22(dagger)*

Small Cap Stock 4/30/95 640.2 0.56 0.90*

Fidelity Fifty ((pound)) 6/30/94** 44.2 0.63(dagger) 1.58(dagger)

Blue Chip Growth 7/31/94 1,359.3 0.70 1.22

Low-Priced Stock ((pound)) 7/31/94 2,084.5 0.79 1.13

OTC Portfolio 7/31/94 1,296.9 0.50 .88

Export Fund 8/31/95** 62.6 0.62(dagger) 1.65(dagger)

Advisor Strategic
Opportunities:

Class A ((pound)) 9/30/94 337.0 0.72 1.84

Class B ((pound)) 9/30/94** 3.3 0.72 2.63(dagger)

Initial Shares ((pound)) 9/30/94 19.6 0.72 1.14

Destiny I 9/30/94 3,204.9 0.65 0.70

Destiny II 9/30/94 1,326.8 0.73 0.80

Advisor Emerging Asia 10/31/94 125.5 1.00(dagger) 1.78(dagger)
Fund, Inc. ((oval))

Advisor Global 10/31/94 115.8 0.77 2.07*
Resources ((pound))

Advisor Growth 10/31/94 3,215.2 0.69 1.62*
Opportunities -
Class A

Advisor Overseas ((epslon)) 10/31/94 428.7 0.80 2.12

Canada ((epslon)) 10/31/94 214.8 0.80 1.57

Capital Appreciation 10/31/94 1,720.3 0.77 1.17
((pound))

Disciplined Equity ((pound)) 10/31/94 891.4 0.72 1.05

Diversified 10/31/94 316.5 0.72 1.25
International ((epslon))

Emerging Markets ((epslon)) 10/31/94 1,639.2 0.77 1.52

Europe ((epslon)) 10/31/94 493.3 0.72 1.35

Europe Capital 10/31/94** 288.2 0.77(dagger) 1.54(dagger)
Appreciation ((epslon))

International Value 10/31/95** 9.6 0.77(dagger) 2.00(dagger)*
((rex-all))

Japan ((rex-all)) 10/31/94 362.4 0.75 1.42

Latin America ((epslon)) 10/31/94 $ 782.5 0.77% 1.48%

Overseas ((epslon)) 10/31/94 1,895.8 0.80 1.24

Pacific Basin ((rex-all)) 10/31/94 509.8 0.86 1.54

Southeast Asia ((rex-all)) 10/31/94 806.9 0.69 1.47

Stock Selector ((pound)) 10/31/94 710.5 0.72 1.09

Value ((pound)) 10/31/94 3,325.0 0.52 0.79

Worldwide ((epslon)) 10/31/94 530.6 0.77 1.32

Advisor Equity
Portfolio Growth :

Class A ((pound)) 11/30/94 663.9 0.64 1.70

Institutional Class 11/30/94 364.1 0.64 0.84
((pound))

Emerging Growth ((pound)) 11/30/94 617.7 0.66 1.02

Growth Company ((pound)) 11/30/94 2,748.9 0.73 1.05

New Millennium 11/30/94 312.2 0.82 1.29

Retirement Growth ((pound)) 11/30/94 2989.2 0.77 1.07

</TABLE>

(a) All fund data are as of the fiscal year end noted in the chart or
as of April 30,1995, if fiscal year end figures are not yet available.
(b) Average net assets are computed on the basis of average net assets
of each fund at the close of business on each business day throughout
its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due
from FMR pursuant to voluntary or state expense limitations. Funds so
affected are indicated by an (*).
(d) Reflects reductions for any expense reimbursement paid by or due
from FMR pursuant to voluntary or state expense limitations, or paid
by or due from brokers to which certain portfolio trades have been
directed. Funds so affected are indicated by an (*).
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
((rex-all)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: Fidelity
Management & Research (U.K.) Inc. (FMR U.K.), Fidelity Management &
Research (Far East) Inc. (FMR Far East), Fidelity Investments Japan
Ltd. (FIJ), Fidelity International Investment Advisors (FIIA), and
Fidelity International Investment Advisors (U.K.) Limited (FIIAL
U.K.), with respect to the fund.
((epslon)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: FMR U.K., FMR
Far East, FIJ (New Markets Income and Advisor Emerging Markets only),
FIIA, and FIIAL U.K., with respect to the fund.
((pound)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FMR U.K. and FMR Far East, with respect
to the fund.
((yen)) Fidelity Management & Research Company has entered into a
sub-advisory agreement with FMR Texas Inc., with respect to the fund.
((oval)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FIIA and FIJ, with respect to the fund.
((psi)) Effective August 3, 1994, Utilities Income Fund and Select
Utilities Portfolio have been renamed to Utilities Fund and Utilities
Growth Portfolio, respectively.

EXHIBIT 6
[TABLE WILL BE UPDATED IN A SUBSEQUENT FILING]
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS
(A)

<S> <C> <C> <C> <C> <C> <C>
TAXABLE MONEY
MARKET ((yen))

Cash Reserves 11/30/94 $ 12,398.9 0.19% 0.52%

State and Local Asset
Management Series:

Government 11/30/94 396.6 0.43 0.43
Money
Market

U.S. Government 11/30/94# 1,103.0 0.20(dagger) 0.36(dagger)*
Reserves

Variable Insurance
Products:

Money Market 12/31/94 599.0 0.20 0.27

Select Money Market 2/28/95 680.4 0.20 0.65

Daily Money Fund:

U.S. Treasury 3/31/95# 1,174.2 0.20(dagger)* 0.20(dagger)*
Income

Institutional Cash:

Domestic Money
Market:

Class I 3/31/95 945.4 0.13* 0.18*

Class III 3/31/95** 23.3 0.13(dagger)* 0.50(dagger)*

Money Market :

Class I 3/31/95 4,964.0 0.14* 0.18*

Class III 3/31/95 254.0 0.14* 0.50*

U.S. Government:

Class I 3/31/95 3,321.2 0.16* 0.18*

Class III 3/31/95** 18.7 0.16(dagger)* 0.43(dagger)*

U.S. Treasury 3/31/95 1,323.0 0.14* 0.18*

U.S. Treasury II:

Class I 3/31/95 4,209.2 0.13* 0.18*

Class III 3/31/95 130.9 0.13* 0.50*

Spartan Money Market 4/30/95 7,334.4 0.44* 0.44*

Spartan U.S. 4/30/95 745.9 0.45 0.45
Government Money
Market

Spartan U.S. Treasury 4/30/95# 1,625.6 0.45(dagger)* 0.45(dagger)*
Money Market

The North Carolina
Capital Management
Trust:

Cash Portfolio 6/30/95 1,453.7 0.38 0.39

Daily Money Fund:

Capital Reserves:

Money Market 7/31/95 763.5 0.33*% 0.99*%

U.S. Government 7/31/95 259.1 0.39* 0.99*
Money Market

Money Market 7/31/95 1,846.6 0.34* 0.65*

U.S. Treasury:

Initial Class 7/31/95 1,951.5 0.50* 0.65*

Class B 7/31/95 4.8 0.50* 1.35*

Daily Income Trust 8/31/95 2,209.6 0.33 0.54

Money Market Trust:

Domestic Money 8/31/95 322.5 0.42 0.42
Market

Retirement 8/31/95 2,001.3 0.42 0.42
Government
Money Market

Retirement Money 8/31/95 3,636.2 0.42 0.42
Market

U.S. Government 8/31/95 199.8 0.42 0.42

U.S. Treasury 8/31/95 147.7 0.42 0.42

Advisor Annuity Fund:

Money Market 12/31/95** 6.8 0.25* 1.00*

</TABLE>

(a) All fund data are as of the fiscal year end noted in the chart or
as of September 30,1995, if fiscal year end figures are not yet
available.
(b) Average net assets are computed on the basis of average net assets
of each fund at the close of business on each business day throughout
its fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due
from FMR pursuant to voluntary or state expense limitations. Funds so
affected are indicated by an (*).
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
((yen)) Fidelity Management & Research Company has entered into a
sub-advisory agreement with FMR Texas Inc., with respect to each fund.

Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: AIR TRANSPORTATION PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Air Transportation Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390798/fund# 034

Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ---------------------------------------------------------------------
- -------------------------

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the 12 nominees specified below as [ ] FOR all [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, nominees listed WITHHOLD
Robert M. Gates, Edward C. Johnson 3d, E. (except as marked to authority to
Bradley Jones, Donald J. Kirk, Peter S. Lynch, the contrary below). vote for all
William O. McCoy, Gerald C. McDonough, Marvin nominees.
L. Mann, Robert C. Pozen, Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390798/fund# 034
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: AMERICAN GOLD PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: American Gold Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390780/fund# 041

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

6. To approve a sub-advisory agreement with FMR FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
U.K. for the fund.

7. To approve a sub-advisory agreement with FMR Far FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
East for the fund.

9(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 9(a).
investment policy non-fundamental and to approve
changes to the policy.

9(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 9(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390780/fund# 041
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: AUTOMOTIVE PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Automotive Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390699/fund# 502

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390699/fund# 502
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Biotechnology Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390772/fund# 042

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390772/fund# 042
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: BROKERAGE AND INVESTMENT MANAGEMENT
PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Brokerage and Investment Management
Portfolio which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the fund to be held at the office of the
trust at 82 Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00
a.m. and at any adjournments thereof. All powers may be exercised by
a majority of said proxy holders or substitutes voting or acting or,
if only one votes and acts, then by that one. This Proxy shall be
voted on the proposals described in the Proxy Statement as specified
on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390855/fund# 068

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

10. To make the fund's current fundamental 15% FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
"principally engaged in" policy non-fundamental.

</TABLE>

SEL-PXC-0398 cusip # 316390855/fund# 068
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: BUSINESS SERVICES AND OUTSOURCING
PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Business Services and Outsourcing
Portfolio which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the fund to be held at the office of the
trust at 82 Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00
a.m. and at any adjournments thereof. All powers may be exercised by
a majority of said proxy holders or substitutes voting or acting or,
if only one votes and acts, then by that one. This Proxy shall be
voted on the proposals described in the Proxy Statement as specified
on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390XXX/fund# XXX

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

</TABLE>

SEL-PXC-0398 cusip # 316390XXX/fund# XXX
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: CHEMICALS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Chemicals Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390889/fund# 069

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390889/fund# 069
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: COMPUTERS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Computers Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390871/fund# 007

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390871/fund# 007
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: CONSTRUCTION AND HOUSING PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Construction and Housing Portfolio
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390616/fund# 511

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390616/fund# 511
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: CONSUMER INDUSTRIES PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Consumer Industries Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390558/fund# 517

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390558/fund# 517
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: CYCLICAL INDUSTRIES PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Cyclical Industries Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390517/fund# 515

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

</TABLE>

SEL-PXC-0398 cusip # 316390517/fund# 515
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: DEFENSE AND AEROSPACE PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Defense and Aerospace Portfolio which
the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390806/fund# 067

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390806/fund# 067
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: DEVELOPING COMMUNICATIONS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Developing Communications Portfolio
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390566/fund# 518

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390566/fund# 518
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: ELECTRONICS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Electronics Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390863/fund# 008

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390863/fund# 008
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: ENERGY PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Energy Portfolio which the undersigned
is entitled to vote at the Special Meeting of Shareholders of the fund
to be held at the office of the trust at 82 Devonshire St., Boston, MA
02109, on May 13, 1998 at 10:00 a.m. and at any adjournments thereof.
All powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the
Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390103/fund# 060

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390103/fund# 060
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: ENERGY SERVICE PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Energy Service Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390764/fund# 043

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390764/fund# 043
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: ENVIRONMENTAL SERVICES PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Environmental Services Portfolio which
the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390574/fund# 516

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390574/fund# 516
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: FINANCIAL SERVICES PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Financial Services Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390608/fund# 066

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

10. To make the fund's current fundamental 15% FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
"principally engaged in" policy non-fundamental.

11. To amend the fundamental investment limitations FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
concerning diversification for the fund.

</TABLE>

SEL-PXC-0398 cusip # 316390608/fund# 066
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: FOOD AND AGRICULTURE PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Food and Agriculture Portfolio which
the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390848/fund# 009

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390848/fund# 009
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: HEALTH CARE PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Health Care Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390301/fund# 063

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390301/fund# 063
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: HOME FINANCE PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Home Finance Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390723/fund# 098

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

11. To amend the fundamental investment limitations FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
concerning diversification for the fund.

</TABLE>

SEL-PXC-0398 cusip # 316390723/fund# 098
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: INDUSTRIAL EQUIPMENT PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Industrial Equipment Portfolio which
the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390533/fund# 510

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390533/fund# 510
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: INDUSTRIAL MATERIALS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Industrial Materials Portfolio which
the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390590/fund# 509

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390590/fund# 509
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: INSURANCE PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Insurance Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390541/fund# 045

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390541/fund# 045
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: LEISURE PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Leisure Portfolio which the undersigned
is entitled to vote at the Special Meeting of Shareholders of the fund
to be held at the office of the trust at 82 Devonshire St., Boston, MA
02109, on May 13, 1998 at 10:00 a.m. and at any adjournments thereof.
All powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the
Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390707/fund# 062

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390707/fund# 062
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: MEDICAL DELIVERY PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Medical Delivery Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390665/fund# 505

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390665/fund# 505
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Money Market Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390814/fund# 085

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

5. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

11. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
concerning diversification for the fund.

</TABLE>

SEL-PXC-0398 cusip # 316390814/fund# 085
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: MULTIMEDIA PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Multimedia Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390681/fund# 503

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390681/fund# 503
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: NATURAL GAS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Natural Gas Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390525/fund# 513

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390525/fund# 513
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: NATURAL RESOURCES PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Natural Resources Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390491/fund# 514

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

</TABLE>

SEL-PXC-0398 cusip # 316390491/fund# 514
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: PAPER AND FOREST PRODUCTS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Paper and Forest Products Portfolio
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390657/fund# 506

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390657/fund# 506
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: PRECIOUS METALS AND MINERALS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Precious Metals and Minerals Portfolio
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at
any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390400/fund# 061

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390400/fund# 061
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: REGIONAL BANKS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Regional Banks Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390640/fund# 507

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

11. To amend the fundamental investment limitations FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
concerning diversification for the fund.

</TABLE>

SEL-PXC-0398 cusip # 316390640/fund# 507
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: RETAILING PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Retailing Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390731/fund# 046

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390731/fund# 046
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: SOFTWARE AND COMPUTER SERVICES PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Software and Computer Services
Portfolio which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the fund to be held at the office of the
trust at 82 Devonshire St., Boston, MA 02109, on May 13, 1998 at 10:00
a.m. and at any adjournments thereof. All powers may be exercised by
a majority of said proxy holders or substitutes voting or acting or,
if only one votes and acts, then by that one. This Proxy shall be
voted on the proposals described in the Proxy Statement as specified
on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390822/fund# 028

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390822/fund# 028
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: TECHNOLOGY PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Technology Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390202/fund# 064

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in"policy non-fundamental and
to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390202/fund# 064
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: TELECOMMUNICATIONS PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Telecommunications Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390830/fund# 096

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390830/fund# 096
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY SELECT PORTFOLIOS: TRANSPORTATION PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Transportation Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390582/fund# 512

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390582/fund# 512
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
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FIDELITY SELECT PORTFOLIOS: UTILITIES GROWTH PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of Fidelity Select Portfolios: Utilities Growth Portfolio which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 13, 1998 at 10:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 316390509/fund# 065

</TABLE>

_____________________________________________________________________
________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the fund.

3. To authorize the Trustees to adopt an amended and FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
restated Declaration of Trust.

4. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fund.

8(a). To make the fund's current fundamental 80% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(a).
investment policy non-fundamental.

8(b). To make the fund's current fundamental 50% FOR [ ] AGAINST [ ] ABSTAIN [ ] 8(b).
"principally engaged in" policy non-fundamental
and to approve changes to the policy.

</TABLE>

SEL-PXC-0398 cusip # 316390509/fund# 065