FIDELITY PURITAN TRUST, DEF 14A, 1994-05-16

FIDELITY PURITAN TRUST
DEF 14A, 1994-05-16

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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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[ ] Preliminary Proxy Statement

[ ] Preliminary Additional Materials

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec. 240.14a-11(e) or Sec. 240.14a-12

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(Name of Registrant as Specified In Its Charter) Fidelity Puritan Trust

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(Name of Person(s) Filing Proxy Statement) Arthur S. Loring

Payment of Filing Fee (Check the appropriate box):

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[ ] $125 per Exchange Act Rules 0-11(c)(ii), 14a-6(j) (1), or 14a-6(j) (2).

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(j) (3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(j) (4) and 0-11.

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(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:

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[X] 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: $125

(2) Form, Schedule or Registration Statement No.: 811-649

(3) Filing Party: Fidelity Puritan Trust

(4) Date Filed: April 8, 1994

FIDELITY PURITAN FUND
FIDELITY BALANCED FUND
FIDELITY GLOBAL BALANCED FUND
FIDELITY LOW-PRICED STOCK FUND
FUNDS OF
FIDELITY PURITAN TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Puritan Fund, Fidelity Balanced Fund, Fidelity Global
Balanced Fund, and Fidelity Low-Priced Stock Fund (the funds) will be held
at the office of Fidelity Puritan Trust (the trust), 82 Devonshire Street,
Boston, Massachusetts 02109 on July 13, 1994, at 9:00 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.
1. To elect a Board of Trustees.
2. To ratify the selection of Coopers & Lybrand as independent
accountants of the trust.
3. To amend the Declaration of Trust to provide dollar-based voting rights
for shareholders of the trust.
4. To amend the Declaration of Trust regarding shareholder notification of
appointment of Trustees.
5. To amend the Declaration of Trust to provide each fund with the ability
to invest all of its assets in another open-end investment company with
substantially the same investment objective and policies.
6. To adopt a new fundamental investment policy for each fund permitting a
fund to invest all of its assets in another open-end investment company
with substantially the same investment objective and policies.
7. To approve a modified management contract for each fund.
8. To approve a Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Balanced Fund.
9. To approve a new Sub-Advisory Agreement with FMR Far East for Fidelity
Balanced Fund, Fidelity Low-Priced Stock Fund, and Fidelity Puritan Fund.
10. To approve a new Sub-Advisory Agreement with FMR U.K. for Fidelity
Balanced Fund, Fidelity Low-Priced Stock Fund, and Fidelity Puritan Fund.
11. To eliminate or amend certain fundamental investment policies of
Fidelity Balanced Fund.
12. To amend Fidelity Balanced Fund's and Fidelity Low-Priced Stock
Fund's fundamental investment limitation concerning real estate.
1 3 . To amend Fidelity Balanced Fund's and Fidelity Low-Priced Stock
Fund's fundamental investment limitation concerning diversification.
1 4 . To amend Fidelity Balanced Fund's and Fidelity Low-Priced Stock
Fund's fundamental investment limitation concerning the issuance of senior
securities.
1 5 . To eliminate Fidelity Balanced Fund's and Fidelity Low-Priced
Stock Fund's fundamental investment limitation concerning short sales of
securities.
1 6 . To eliminate Fidelity Balanced Fund's and Fidelity Low-Priced
Stock Fund's fundamental investment limitation concerning margin purchases.
1 7 . To amend Fidelity Balanced Fund's and Fidelity Low-Priced Stock
Fund's fundamental investment limitation concerning borrowing.
1 8 . To amend Fidelity Low-Priced Stock Fund's fundamental investment
limitation concerning the concentration of its investments within a single
industry.
1 9 . To amend Fidelity Low-Priced Stock Fund's fundamental investment
limitation concerning the purchase and sale of physical commodities.
20 . To adopt a fundamental investment limitation concerning the
purchase and sale of physical commodities for Fidelity Balanced Fund.
21. To amend Fidelity Balanced Fund's and Fidelity Low-Priced Stock Fund's
fundamental investment limitation concerning lending.
22. To eliminate Fidelity Balanced Fund's fundamental investment limitation
concerning investment in other investment companies.
The Board of Trustees has fixed the close of business on May 16, 1994 as
the record date for the determination of the shareholders of each fund
entitled to notice of, and to vote at, such Meeting and any adjournments
thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
May 16, 1994
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 TO THE FUNDS, 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 you avoid the time and expense to the funds 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 PURITAN FUND
FIDELITY BALANCED FUND
FIDELITY GLOBAL BALANCED FUND
FIDELITY LOW-PRICED STOCK FUND
TO BE HELD ON JULY 13, 1994
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity
Puritan Trust (the trust) to be used at the Special Meeting of Shareholders
of Fidelity Puritan Fund, Fidelity Balanced Fund, Fidelity Global Balanced
Fund, and Fidelity Low-Priced Stock Fund, and at any adjournments thereof
(the Meeting), to be held July 13, 1994 at 9:00 a.m. at 82 Devonshire
Street, Boston, Massachusetts 02109, the principal executive office of the
trust. 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 May 16, 1994. Supplementary
solicitations may be made by mail, telephone, telegraph, or by personal
interview by representatives of the trust. The expenses in connection with
preparing this Proxy Statement and its enclosures and of all solicitations
will be paid by the funds. The funds will reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation material to
the beneficial owners of shares.
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. All proxies not
voted, including broker non-votes, will not be counted toward establishing
a quorum. 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.
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 proxies 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 proxies 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. A copy of the fund's
annual report for the fiscal period ended July 31, 1993 has been mailed or
delivered to respective shareholders of each fund entitled to vote at the
meeting.
Shares of each fund issued and outstanding as of March 31, 1994 are
indicated in the following table:
FIDELITY BALANCED FUND 408,363,613
FIDELITY GLOBAL BALANCED FUND 32,962,824
FIDELITY LOW-PRICED STOCK FUND 119,742,521
FIDELITY PURITAN FUND 630,259,653
To the knowledge of the trust , no shareholder owned of record or
beneficially more than 5% of the outstanding shares of any of the
funds on that date. Shareholders of record at the close of business on
May 1 6 , 1994 will be entitled to vote at the Meeting. Each such
shareholder will be entitled to one vote for each share held on that date.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSALS 1 AND 2. APPROVAL OF PROPOSAL 3 REQUIRES
THE AFFIRMATIVE VOTE OF A MAJORITY OF OUTSTANDING VOTING SECURITIES OF EACH
FUND OF THE TRUST AND, IN THE CASE OF PROPOSALS 4 AND 5, A MAJORITY OF THE
OUTSTANDING VOTING SECURITIES OF THE ENTIRE TRUST. APPROVAL OF PROPOSALS 6
THROUGH 22 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), A "MAJORITY VOTE OF THE OUTSTANDING VOTING
SECURITIES'' MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF
THE SHARES OF THE TRUST OR A FUND PRESENT AT THE MEETING OR REPRESENTED BY
PROXY IF THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING SHARES ARE PRESENT
OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING SHARES.
1. TO ELECT A BOARD OF TRUSTEES.
Pursuant to the provisions of the Declaration of Trust of Fidelity Puritan
Trust, 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.
Except for Mrs. Davis and Mr. Mann, all nominees named on the following
pages are currently Trustees of Fidelity Puritan Trust and have served in
that capacity continuously since originally elected or appointed. Mr. Cox,
Mr. Jones, Mr. Lynch, and Mr. McDonough were selected by the trust's
Nominating and Administration Committee (see page ) and were
appointed to the Board in November 1991, May 1990, April 1990, and August
1989, respectively. None of the nominees is 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, Fidelity Management & Research Company
(FMR, or the Adviser), or the funds' distribution agent, Fidelity
Distributors Corporation (FDC). Each of the nominees is currently a Trustee
or General Partner, as the case may be, of other funds 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.

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Nominee Principal Occupation ** Year of
(Age) Election or
Appointme
nt

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*J. Gary Burkhead Senior Vice President, is 1986
82 Devonshire Street President of FMR; and President
Boston, MA and a Director of FMR Texas
(52) Inc. (1989), Fidelity
Management & Research
(U.K.) Inc. and Fidelity
Management & Research
(Far East) Inc.

Ralph F. Cox Consultant to Western Mining 1991
200 Rivercrest Drive Corporation (1994). Prior to
Forth Worth, TX 1994, he was President of
(61) Greenhill Petroleum Corporation
(petroleum exploration and
production, 1990). Until March
1990, Mr. Cox was President
and Chief Operating Officer of
Union Pacific Resources
Company (exploration and
production). He is a Director of
Bonneville Pacific Corporation
(independent power, 1989),
Sanifill Corporation
(non-hazardous waste, 1993),
and CH2M Hill Companies
(engineering). In addition, he
served on the Board of Directors
of the Norton Company
(manufacturer of industrial
devices, 1983-1990) and
continues to serve on the Board
of Directors of the Texas State
Chamber of Commerce, and is a
member of advisory boards of
Texas A&M University and
the University of Texas at Austin.

Phyllis Burke Davis Prior to her retirement in -
P.O. Box 264 September of 1991, Mrs. Davis
Brid g ehampton, NY was the Senior Vice President of
(61) Corporate Affairs of Avon
Products, Inc. She is currently a
Director of BellSouth
Corporation
(telecommunications), Eaton
Corporation (manufacturing,
1991), and the TJX Companies,
Inc. (retail stores, 1990), and
previously served as a Director
of Hallmark Cards, Inc.
(1985-1991) and Nabisco
Brands, Inc. In addition, she
serves as a Director of the New
York City Chapter of the National
Multiple Sclerosis Society, and is
a member of the Advisory
Council of the International
Executive Services Corps and
the President's Advisory Council
of The University of Vermont
School of Business
Administratio n .

Richard J. Flynn Financial consultant. Prior to 1982
77 Fiske Hill September 1986, Mr. Flynn was
Sturbridge, MA Vice Chairman and a Director of
(69) the Norton Company
(manufacturer of industrial
devices). He is currently a
Director of Mechanics Bank and
a Trustee of College of the Holy
Cross and Old Sturbridge
Village, Inc.

*Edward C. Johnson President, is Chairman, Chief 1968
3d Executive Officer and a Director
82 Devonshire Street of FMR Corp.; a Director and
Boston, MA Chairman of the Board and of
(63) the Executive Committee of
FMR; Chairman and a Director
of FMR Texas Inc. (1989),
Fidelity Management &
Research (U.K.) Inc., and
Fidelity Management &
Research (Far East) Inc.

E. Bradley Jones Prior to his retirement in 1984, 1990
388 1- 2 Lander Road Mr. Jones was Chairman and
Chag r in Falls, OH Chief Executive Officer of LTV
(66) Steel Company. Prior to May
1990, he was Director of
National City Corporation (a
bank holding company) and
National City Bank of Cleveland.
He is a Director of TRW Inc.
(original equipment and
replacement products),
Cleveland-Cliffs Inc. (mining),
NACCO Industries, Inc. (mining
and marketing), Consolidated
Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale
Materials Handling, Inc. (1989),
and RPM Inc. (manufacturer of
chemical products, 1990). In
addition, he serves as a Trustee
of First Union Real Estate
Investments; Chairman of the
Board of Trustees and a
member of the Executive
Committee of the Cleveland
Clinic Foundation, a Trustee and
a member of the Executive
Committee of University School
(Cleveland), and a Trustee of
Cleveland Clinic Florida.

Donald J. Kirk Professor at Columbia University 1987
680 Steamboat Road Graduate School of Business
Apartme n t #1 - North and a financial consultant. Prior
Greenwich, CT to 1987, he was Chairman of the
(60) Financial Accounting Standards
Board. Mr. Kirk is a Director of
General Re Corporation
(reinsurance) and Valuation
Research Corp. (appraisals and
valuations, 1993). In addition, he
serves as Vice Chairman of the
Board of Directors of the
National Arts Stabilization Fund
and Vice Chairman of the Board
of Trustees of the Greenwich
Hospital Association.

*Peter S. Lynch Vice Chairman of FMR (1992). 1990
82 Devonshire Street Prior to his retirement on May
Boston, MA 31, 1990, he was a Director of
(50) FMR (1989) and Executive Vice
President of FMR (a position he
held until March 31, 1991); Vice
President of Fidelity Magellan
Fund and FMR Growth Group
Leader; and a Managing
Director of FMR Corp. Mr. Lynch
was also Vice President of
Fidelity Investments Corporate
Services (1991-199 2).
He is a Director of W.R. Grace
& Co. (chemicals, 1989)
and Morrison Knudsen
Corporatio n (engineering and
construction). In addition, he
serves as a Trustee of Boston
College, Massachusetts Eye
& Ear Infirmary, Historic
Deerfield (1989), and Society for
the Preservation of New
England Antiquities, and as an
Overseer of the Museum of Fine
Arts of Boston (1990).

Gerald C. McDonough Chairman of G.M. Management 1989
135 Aspenwood Drive Group (strategic advisory
Cleveland, OH services). Prior to his retirement
(64) in July 1988, he was Chairman
and Chief Executive Officer of
Leaseway Transportation Corp.
(physical distribution services).
Mr. McDonough is a Director of
ACME-Cleveland Corp. (metal
working, telecommunications
and electronic products),
Brush-Wellman Inc. (metal
refining),York International Corp.
(air-conditioning and
refrigeration, 1989), Commercial
Intertech Corp. (water treatment
equipment, 1992) , and
Associated Estates Realty
Corporation (a real estate
investment trust, 1993).

Edward H. Malone Prior to his retirement in 1985, 1989
5601 Turtle Bay Drive Mr. Malone was Chairman,
#2104 General Electric Investment
Naples, FL Corporation and a Vice
(69) President of General Electric
Company. He is a Director of
Allegheny Power Systems, Inc.
(electric utility), General Re
Corporation (reinsurance), and
Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee
of Corporate Property Investors,
the EPS Foundation at Trinity
College, the Naples
Philharmonic Center for the Arts,
and Rensselaer Polytechnic
Institute, and he is a member of
th e Advisory Boards of Butler
Capital Corporation Funds and
Warburg, Pincus Partnership
Funds.

Marvin L. Mann Chairman of the Board, -
55 Railroad Avenue President, and Chief Executive
Greenwich, CT Officer of Lexmark International,
(61) Inc. (office machines, 1991).
Prior to 1991, he held positions
of Vice President of International
Business Machines Corporation
("IBM") and President and
General Manager of various IBM
divisions and subsidiaries. Mr.
Mann is a Director of M.A.
Hanna Company (chemicals,
1993) and Infomart (marketing
services, 1991), a Trammell
Crow Co. In addition, he serves
as the Campaign Vice Chairman
of the Tri-State United Way
(1993) and is a member of the
University of Alabama
President's Cabinet (1990).

Thomas R. Williams President of The Wales Group, 1989
21st Floor Inc. (management and financial
191 Peachtree Street, advisory services). Prior to
N.E. retiring in 1987, Mr. Williams
Atlanta, GA served as Chairman of the
(65) Board of First Wachovia
Corporation (bank holding
company), and Chairman and
Chief Executive Officer of The
First National Bank of Atlanta
and First Atlanta Corporation
(bank holding company). He is
currently a Director of BellSouth
Corporation
(telecommunications), ConAgra,
Inc. (agricultural products),
Fisher Business Systems, Inc.
(computer softwar e ), Georgia
Power Company (electric utility),
Gerber Alley & Associates,
Inc. (computer software),
National Life Insurance
Company of Vermont, American
Software, Inc. (1989), and
AppleSouth Inc. (restaurants,
1992).

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_______________
** 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 March 31, 1994, the nominees and officers of the trust owned, in the
aggregate, less than 1 % of any of the 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 vote of
two-thirds of the outstanding shares 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 shareholder 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
seven non-interested Trustees, met eleven times during the twelve months
ended July 31, 199 3 . It is expected that the Trustees will meet at
least ten times a year at regularly scheduled meetings.
As a group, the non-interested Trustees received fees and expense s
of $66,088 from the trust in their capacities as Trustees of the funds
for the fiscal period ended July 31, 1993. The non-interested Trustees also
served in similar capacities for other funds advised by FMR (see page
), and received additional compensation for such services.
The Board of Trustees has adopted a policy whereby non-interested
Trustees, upon reaching their 72nd birthday will resign. Under a defined
benefit retirement program, non-interested Trustees, upon reaching age 72,
are entitled to payments during their lifetime based on their basic Trustee
fees and their length of service.
The trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the trust, of 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), Cox, and Jones are members of
the Committee. This Committee oversees and monitors the financial reporting
process, including recommending to the Board the independent accountants to
be selected for the trust (see proposal 2), reviewing internal controls and
the auditing function (both internal and external), reviewing the
qualifications of key personnel performing audit work, and overseeing
compliance procedures. During the twelve months ended July 31, 199 3 ,
the Committee held f ive meetings.
The trust's Nominating and Administration Committee is currently
composed of Messrs. Flynn (Chairman), McDonough, and Williams. The
Committee members confer periodically and hold meetings as required. The
Committee is charged with the duties of reviewing the composition and
compensation of the Board of Trustees, proposing additional non-interested
Trustees, monitoring the performance of legal counsel employed by the funds
and the non-interested Trustees, and acting as administrative committee
under the Retirement Plan for non-interested Trustees. During the twelve
months ended July 31, 199 3 , the committee held five 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.
2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND AS INDEPENDENT
ACCOUNTANTS OF THE TRUST.
By a vote of the non-interested Trustees, the firm of Coopers &
Lybrand has been selected as independent accountants for the trust to sign
or certify any financial statements of the trust 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 the trust, 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. Coopers & Lybrand has
advised the trust that it has no direct or material indirect ownership
interest in the trust.
The services provided to the trust include (1) audit of annual financial
statements and, if requested, limited review of unaudited semiannual
financial statements; (2) assistance and consultation in connection with
SEC filings; and (3) review of the federal income tax returns filed on
behalf of the trust. In recommending the selection of the trust'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 accountant's independence.
Representatives of Coopers & Lybrand 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.
3. TO AMEND THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING RIGHTS
FOR SHAREHOLDERS OF THE TRUST.
The Board of Trustees has approved, and recommends that shareholders of
the trust approve , a proposal to amend Article VIII, Section 1 of
the Declaration of Trust. The amendment would provide voting rights based
on a shareholder's total dollar interest in a fund (dollar-based voting),
rather than on the number of shares owned, for all shareholder votes for a
fund. As a result, voting power would be allocated in proportion to the
value of each shareholder's investment.
BACKGROUND. Fidelity Puritan Fund, Fidelity Balanced Fund, Fidelity Global
Balanced Fund, and Fidelity Low-Priced Stock Fund are funds of Fidelity
Puritan Trust, an open-end management investment company organized as a
Massachusetts business trust. S hareholders of each fund vote
separately on matters concerning only that fund and vot e on a
trust-wide basis on matters that affect the trust as a whole, such as
electing trustees or amending the Declaration of Trust. Currently, under
the Declaration of Trust, each share is entitled to one vote, regardless of
the relative value of the shares of each fund in the trust.
The original intent of the one share, one-vote provision was to provide
equitable voting rights as required by the 1940 Act. In the case where a
trust has several series or funds, such as Fidelity Puritan Trust, voting
rights may have become disproportionate since the net asset value per share
(NAV) of the separate funds diverge over time. The S taff of
the Securities and Exchange Commission (SEC) has issued a "no-action"
letter permitting a trust to seek shareholder approval of a dollar-based
voting system. The proposed amendments will comply with the conditions
stated in the no-action letter.
REASON FOR PROPOSAL. If approved, the amendment would provide a more
equitable distribution of voting rights than the one-share, one-vote system
currently in effect for certain votes. T he voting power of
shareholders would be commensurate with the value of the shareholder's
dollar investment rather than with the number of shares held.
Under the current voting provisions, an investment in a fund with a lower
NAV may have significantly greater voting power than the same dollar amount
invested in a fund with a higher NAV. The following table shows each fund's
net asset value.

<TABLE>
<CAPTION>
<S> <C> <C>
Fund Net Asset Value $1,000 investment
as o f March 31, in terms of shares
1994 on M arch 31, 1994

Fidelity Puritan Fund $ 15.5 2 64.43 3

Fidelity Balanced Fund $ 12.8 3 77.94 2

Fidelity Global Balanced Fund $ 12.3 8 80.77 5

Fidelity Low-Priced Stock Fund $ 17.3 9 57.50 4

</TABLE>

For example, Fidelity Global Balanced Fund shareholders would have
approxi mately 40% greater voting power than Fidelity Low-Priced Fund
because at current NAVs, a $1,000 investment in Fidelity Global Balanced
Fund would equal 80.775 shares, whereas a $1,000 investment in Fidelity
Low-Priced Fund would equal 57.504 shares. Accordingly, a one share,
one-vote system may provide certain shareholders with a
disproportionate ability to affect the vote relative to shareholders of
othe r funds in the trust. If dollar-based voting had been in effect,
each shareholder would have had 1,000 voting shares. Their voting power
would be proportionate to their economic interest which FMR believes is a
more equitable result, and which is the result in a typical corporation
where each voting share has an equal market price.
On matters requiring trust-wide votes where all funds are required to
vote, shareholders who own shares with a lower NAV than other funds in the
trust would be giving other shareholders in the trust more voting "power"
than they currently have. On matters affecting only one fund, only
shareholders of that fund vote on the issue. In this instance, under both
the current Declaration of Trust and an amended Declaration of Trust, all
shareholders of the fund would have the same voting rights, since the NAV
is the same for all shares in a single fund.
AMENDMENT TO THE DECLARATION OF TRUST. Article VIII, Section 1 determines
the method of calculating voting rights for all shareholder votes for a
fund. If approved Article VIII, Section 1 will be amended as follows
(material to be added is underlined and material to be deleted is
[bracketed]):
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
Section 1. The Shareholders shall have power to vote... 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. [Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote, and each fractional Share shall be
entitled to a proportionate fractional vote.] A shareholder of each Series
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), 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 Trust to be taken by
Shareholders.
CONCLUSION. If approved, the amendment will take effect immediately
after the shareholder meeting or after any adjournments thereof. The
Trustees believe the proposed amendment will benefit the trust by bringing
greater equality in voting rights amongst all shareholders of the trust.
The Trustees recommend that shareholders vote FOR the proposed amendment to
the Declaration of Trust. If the proposal is not approved, the Declaration
of Trust will remain unchanged.
4. TO AMEND THE DECLARATION OF TRUST REGARDING SHAREHOLDER NOTIFICATION OF
APPOINTMENT OF TRUSTEES.
The trust's Declaration of Trust provides that in the case of a vacancy on
the Board of Trustees, the remaining Trustees shall fill the vacancy by
appointing a person they, in their discretion see fit, consiste n t
with the limitations of the 1940 Act. Section 16 of the 1940 Act states
that a vacancy may be filled by the Trustees, if after filling the vacancy,
at least two-thirds of the Trustees then holding office were elected by the
outstanding shareholders of the trust. It also states that if at any time
less than 50% of the Trustees were elected by shareholders, a shareholder
meeting must be called within 60 days for the purposes of electing Trustees
to fill the existing vacancies.
The Declaration of Trust currently requires that within three months of a
Trustee appointment, notification of such be mailed to each shareholder of
the trust. Trustees also may appoint a Trustee in anticipation of a current
Trustee's retirement or resignation, or in the event of an increase in the
number of Trustees. An appointment in this case would also require
shareholder notification within three months of the appointment under the
current Declaration of Trust.
Subject to shareholder approval, the Trustees intend to eliminate the
notification requirement from the trust's Declaration of Trust. The
language to be deleted from the Declaration of Trust is [bracketed].
"ARTICLE IV
RESIGNATION AND APPOINTMENT OF TRUSTEES
Section 4. In case of the declination, death, resignation, retirement,
removal, incapacity, or inability of any of the Trustees, or in case a
vacancy shall, by reason of an increase in number, 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 Investment Company Act of 1940. 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. [Within three months of such appointment
the Trustees shall cause notice of such appointment to be mailed to each
Shareholder at his address as recorded on the books of the Trust.] An
appointment of a Trustee may be made by the Trustees then in office [and
notice thereof mailed to Shareholders as aforesaid] 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 trust, the trust 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 power of appointment is subject to the provisions of Section 16 (a) of
the 1940 Act."
Notifying a trust's shareholders in the event of an appointment of a
Trustee is not required by any federal or state law. Such notification to
all shareholders of a trust would be costly t o the funds of the
trust. If the proposal is approved, shareholders will be notified of
Trustee appointments in the next financial report for a fund. Other than
eliminating the notification requirement, this proposal does not amend any
other aspect of Trustee resignation or appointment.
CONCLUSION. The Board of Trustees has concluded that the proposed
elimination of the Declaration of Trust's shareholder notification
requirement in the event of an appointment of a Trustee is in the best
interests of the trust's shareholders. The Trustees recommend voting FOR
the proposed amendment. If the proposal is not approved, the Declaration of
Trust's current section entitled "Resignation and Appointment of Trustees"
will remain unchanged.
5. TO AMEND THE DECLARATION OF TRUST TO PROVIDE EACH FUND WITH THE ABILITY
TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY WITH
SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has approved, and recommends that shareholders of
the funds approve, a proposal to amend Article V, Section 1 of the
Declaration of Trust to clarify that the Trustees may authorize the
investment of all of a fund's assets in another open-end investment company
with substantially the same investment objective and policies ("Pooled Fund
Structure"). The purpose of the Pooled Fund Structure is to achieve
operational efficiencies by consolidating portfolio management while
maintaining different distribution and servicing structures. In order to
implement a Pooled Fund Structure, both the Declaration of Trust and the
funds' policies must permit the structure. Currently, each fund's policies
do not allow for such investments. Proposal 6 on page seeks each fund's
shareholder approval to adopt a fundamental investment policy to permit
investment in another open-end investment company. This proposal, which
amends the Declaration of Trust, clarifies the Board's ability to implement
the Pooled Fund Structure if a fund's policies permit it.
BACKGROUND. A number of mutual funds have developed so called
"master-feeder" structures under which several "feeder" funds invest all of
their assets in a single pooled investment, or "master" fund. For example,
an institutional equity fund with a high initial minimum investment amount
for large investors might pool its investments with a retail equity fund
designed for investors with lower minimums. This structure allows several
feeder funds with substantially the same objective but different
distribution and servicing features to combine their investments and manage
them as one master pool instead of managing them separately. The feeder
funds combine their investments by investing all of their assets in one
master pooled fund which would be organized as an open-end management
investment company (mutual fund). (Each feeder fund invested in a single
master pooled investment retains its own characteristics, but is able to
achieve operational efficiencies through investing together with the other
feeder funds in the Pooled Fund Structure.) The current Declaration of
Trust does not specifically provide the Trustees the ability to authorize
the Pooled Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually reviews
methods of structuring mutual funds to take maximum advantage of potential
efficiencies. While neither FMR nor the Trustees has determined that a fund
should invest in a Pooled Fund Structure , the Trustees believe it
could be in the best interest of each fund to adopt such a structure at a
future date. If this proposal is approved, the Declaration of Trust
amendment would provide the Trustees with the power to authorize a fund to
invest all of its assets in a single open-end investment company. The
Trustees will authorize such a transaction only if a Pooled Fund Structure
is permitted under the fund's investment policies (see Proposal 6),
if they determine that a Pooled Fund Structure is in the best interest
of a fund , and if, upon advice of counsel, they determine that the
investment will not have material adverse tax consequences to the fund or
its shareholders. T he Trustees will specifically consider the
impact, if any, on fees paid by the fund as a re sult of
ad o pting a Pooled Fund S tructure. Although the current
Declaration of Trust does not contain any explicit prohibition against
implementing a Pooled Fund Structure, the specific authority is being
sought in the event the Trustees deem it appropriate to adopt a Pooled Fund
Structure in the future.
AMENDMENT TO THE DECLARATION OF TRUST. If the proposal is approved,
Article V, Section 1 of the Declaration of Trust will be amended as
follow s (material to be added is underlined):
"Subject to any applicable limitation in the Declaration of Trust or the
Bylaws of the Trust, the Trustees shall have power and authority:
(t) 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."
CONCLUSION. The Trustees believe the proposed amendment will benefit the
funds by providing the Trustees with the flexibility to adopt a Pooled Fund
Structure in the future if permitted by a fund's investment policies and if
the Trustees determine it to be in the best interest of the fund. The
Trustees recommend that shareholders vote FOR the proposed amendment to the
Declaration of Trust. If approved, the amendment to the Declaration of
Trust will take effect immediately after the shareholder meeting or any
adjournments thereof. If the proposal is not approved, Article V, Section 1
of the Declaration of Trust will remain unchanged.
6. TO ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY FOR EACH FUND PERMITTING A
FUND TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY
WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has appr o ved, and recommends that
shareholders of each fund approve, the adop t ion of a new
fundamental investment policy that would permit each fund to invest all of
its assets in another open-end investment company with substantially the
same investment objective and policies ("Pooled Fund Structure"). The
purpose of pooling would be to achieve operational efficiencies by
consolidating portfolio management while maintaining different distribution
and servicing structures.
BACKGROUND. A number of mutual funds have developed so called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single pooled "master" fund. In order to implement
a Pooled Fund Structure, an amendment to the Declaration of Trust is
proposed, as is the adoption of a new fundamental investment policy.
Proposal 5 proposes to amend the Declaration of Trust, and if approved,
would allow the Trustees to authorize the conversion to a Pooled Fund
Structure when permitted by a fund's policies. This proposal would add a
fundamental policy for each fund that permits a Pooled Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board o f Trustees continually
review methods of structuring mutual funds to take advantage of potential
efficiencies. While neither the Board nor FMR has determined that a fund
should invest in a mast e r fund, the Trustees believe it could be in
the best interests of each fund to adopt such a structure at a future date.
At present, certain of each fund's fundamental investment policies and
limitations would prevent a fund from investing all of its assets in
another investment company, and would require a vote of shareholders before
such a structure could be adopted. To avoid the costs associated with a
subsequent shareholder meeting, the Trustees recommend that shareholders
vote to permit each fund's assets to be invested in a single Pooled Fund
Structure , without a further vote of shareholders, if the Trustees
determine that action to be in the best interest of a fund and its
shareholders. Approval of Proposal 5 provides the Trustees with explicit
authority to approve a Pooled Fund Structure. If shareholders approve this
proposal, certain fundamental and non-fundamental policies and limitations
of each fund that currently prohibit investment in shares of one investment
company would be modified to permit the investment in a Pooled Fund. These
policies include each fund's limitations on a fund acting as an underwriter
and that no more than 25% of a fund's total assets be invested in any one
industry.
DISCUSSION. FMR may manage a number of mutual funds with similar
investment objectives, policies, and limitations but with different
features and services (Comparable Funds). Were these Comparable Funds to
pool their assets, operational efficiencies could be achieved, offering the
opportunity to reduce costs. Similarly, FMR anticipates that a Pooled Fund
Structure would facilitate the introduction of new Fidelity mutual funds,
increasing the investment options available to shareholders.
Each fund's method of operation and shareholder services would not be
materially affected by its investment in a Pooled Fund Structure ,
except that the assets of a fund would be managed as part of a larger pool.
Were a fund to invest all of its assets in a Pooled Fund Structure ,
it would hold only a single investment security, and the Pooled Fund
would directly invest in individual securities pursuant to its
investment objective. The Pooled Fund would be managed by FMR or an
affiliate, such as FMR Texas in the case of a money market fund. The
Trustees would retain the right to withdraw a fund's investments from a
Pooled Fund at any time and would do so if the Pooled Fund's investment
objective and policies were no longer appropriate for the fund. The fund
would then resume investing directly in individual securities as it does
currently. Whenever a fund is asked to vote at a shareholder meeting of
the Pooled Fund, the fund will hold a meeting of its shareholders if
required by applicable laws or by the fund's policies to vote on the
matters to be considered at the Pooled Fund's shareholder meeting.The fund
will cast its votes at the Pooled Fund meeting in the same proportion as
the fund's shareholders voted at theirs. The fund would otherwise continue
its normal operations.
At present, the Trustees have not considered any specific proposal to
authorize pooling of assets. The Trustees will authorize investing each
fund's assets in a Pooled Fund Structure only if they determine
that pooling is in the best interests of the fund and if, upon advice of
counsel, they determine that the investment will not have material adverse
tax consequences to the fund or its shareholders. In determining whether to
invest in a Pooled Fund Structure , the Trustees will consider, among
other things, the opportunity to reduce costs and to achieve operational
efficiencies. The Trustees will not authorize investment in a Pooled Fund
if doing so would materially increase costs (i ncluding fees) to
shareholders.
FMR intends to seek federal and state regulatory approval in order to
allow the Fidelity funds to invest in Pooled Funds. There is, of course, no
assurance that all necessary regulatory approvals will be obtained, or that
cost reductions or increased efficiencies will be achieved.
FMR may benefit from the use of a Pooled Fund if overall assets are
increased (since FMR's fees are based on assets). Also, FMR's expenses of
providing investment and other services to each fund may be reduced. If a
fund's investment in a Pooled Fund Structure were to reduce FMR's
expenses materially, the Trustees would consider whether a reduction in
FMR's management fee would be appropriate if and when Pooled Fund Structure
is implemented.
PROPOSED FUNDAMENTAL POLICY. To allow each fund to invest in a Pooled Fund
at a future date, the Trustees recommend that each fund adopt the following
fundamental policy:
"The fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objective, policies, and limitations as the fund."
If the proposal is adopted, the Trustees intend to adopt a non-fundamental
investment limitation for each fund which states:
"The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund."
CONCLUSION. The Board of Trustees recommends that each fund's shareholders
vote to adopt a new fundamental policy that would permit each fund, subject
to future review by the Board of Trustees as described above, to invest all
of its assets in an open-end investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
Wi th respect to each fund, if the proposal is not approved ,
the fund's current fundamental i nv estment policies will remain
unchanged with respect to potential investment in Pooled Funds.
7. TO APPROVE A MODIFIED MANAGEMENT CONTRACT FOR EACH FUND.
The Board of Trustees has approved, and recommends that shareholders of
each respective fund approve, a proposal to amend the fund's management
contract with FMR (the Proposed Contract). The proposal would modify
the management fee that FMR receives from each fund to provide for lower
fees when FMR's assets under management exceed certain levels. THE PROPOSED
CONTRACT WILL RESULT IN A MANAGEMENT FEE WHICH IS THE SAME AS, OR LOWER
THAN, THE FEE PAYABLE UNDER THE PRESENT MANAGEMENT CONTRACT.
PROPOSED AMENDMENT TO THE MANAGEMENT CONTRACT. A copy of the Proposed
Contract, marked to indicate the proposed amendment, is supplied as Exhibit
1 on page . Except for the amendment to the management fee, it is
substantially identical to the present management contract. (For a detailed
discussion of each fund's present contract, refer to the section entitled
"Present Management Contracts" on page .) If approved by shareholders, the
Proposed Contract will take effect on August 1, 1994 (or, if later, the
first day of the first month following approval) and will remain in effect
through July 31, 1995 and thereafter subject to continuation by the funds'
Board of Trustees. If the Proposed Contract is not approved by each
respective fund's shareholders, the present contract will continue in
effect through July 31, 1995, and thereafter subject to continuation by the
fund's Board of Trustees.
The management fee is an annual percentage of a fund's average net assets,
calculated and paid monthly. The percentage is the sum of two components: a
group fee rate, which varies according to FMR's assets under management,
and a fixed individual fund fee rate (the "basic fee"). The basic
fee for Fidelity Low-Priced Stock Fund is subject to a performance
adjustment as described in the "Present Management Contracts" section on
page 46. The group fee rate schedule in the current contract for
Fidelity Balanced Fund and Fidelity Low-Priced Stock Fund includes group
fee rates for group net assets up to $138 billion. For Fidelity Global
Balanced Fund and Fidelity Puritan Fund, the group fee rate schedule in the
current contract includes group fee rates for group net assets up to
$2 2 8 billion. The proposal would modify the group fee by providing
for lower fee rates if FMR's assets under management remain above these
levels.
MODIFICATION TO GROUP FEE RATE. The group fee rate varies based on the
aggregate net assets of all registered investment companies having
management contracts with FMR. As group net assets increase, the group fee
rate declines. The Proposed Contract would not change the group fee
calculation for group net assets of $ 1 38 billion or less for
Fidelity Balanced Fund and Fidelity Low-Priced Stock Fund or $ 2 28
billion or less for Fidelity Global Balanced Fund or Fidelity Puritan Fund.
Above these levels of group net assets, the group fee rate declines under
both contracts, but under the proposed contract, it declines faster.
The group fee rate is calculated according to a graduated fee schedule
providing for different rates for different levels of group net assets. The
rate at which the fee declines is determined by fee "breakpoints" that
provide for lower fees when assets increase. F or Fidelity Balanced Fund
and Fidelity Low-Priced Stock Fund, the proposed contract would add five
new breakpoints for group asset levels above $138 billion. The Proposed
Contract for Fidelity Puritan Fund and Fidelity Global Balanced Fund would
add three new fee breakpoints for group asset levels above $228 billion.
The new breakpoints are illustrated in the table below (for an explanation
of how these breakpoints are factored into the fee calculation, see
"Present Management Contracts" on page .)
GROUP FEE RATE SCHEDULE

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Group
Assets Present Present Proposed
($ billions) Contract(dagger)* Contract(dagger)** Contract

</TABLE>

102 - 138 .3100% .3100% .3100%

138 - 174 .310 0 % .3050% .3050%

174 - 228 .310 0 % .3000% .3000%

228 - 282 .310 0 % .3000% .2950%

282 - 336 .310 0 % .3000% .2900%

Over .310 0 % .3000% .2850%
33 6

The result at various levels of group net assets is illustrated by the
table below.
EFFECTIVE ANNUAL GROUP FEE RATES

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Group
Assets Present Present Proposed
($ billions) Contract(dagger)* Contract(dagger)** Contract

</TABLE>

215 .329 2 % . 3264% .3264%

250 .326 5 % .322 7 % .3223%

300 .323 8 % .319 0 % .3175%

350 .321 8 % .316 2 % .3133%

400 .320 3 % .314 2 % .3098%

(dagger) Does not reflect voluntary adoption of extended group fee rate
schedules.
* For Fidelity Balanced Fund and Fidelity Low-Priced Stock Fund.
** For Fidelity Global Balanced Fund and Fidelity Puritan Fund.
Average group net assets for March, 1994 were approximately $2 5 3
billion.
The funds' annual individual fund fee rates are .20% of average net assets
for Fidelity Balanced Fund and Fidelity Puritan Fund, .35% for Fidelity
Low-Priced Stock Fund, and .45% for Fidelity Global Balanced Fund. The sum
of the group fee rate and the individual fund fee rate is referred to as a
fund's basic f e e rate. One-twelfth (1/12) of this annual management
fee rate is applied to a fund's average net assets for the current month,
resulting in a dollar amount which is the basic fee for that month. For
Fidelity Low-Priced Stock Fund, the basic fee is subject to an upward or
downward adjustment, depending on whether the fund's investment performance
exceeds or is exceeded by the Russell 2000 Index over the same period. The
performance period consists of the most recent month plus the previous 35
months. Each percentage point of difference (up to a maximum difference of
+ 10) is multiplied by a performance adjustment rate of .02%. Thus, the
maximum annualized adjustment rate is + .20%. This performance comparison
is made at the end of each month. One-twelfth of this rate is applied to
the average daily net assets for the fund over the entire performance
period, giving a dollar amount which is added to or subtracted from the
basic fee.
COMPARISON OF MANAGEMENT FEES AND TOTAL EXPENSES. The following table
compares each fund's basic fee rate under the terms of the Present Contract
and the Proposed Contract for March 1994 average group net assets of $253
billion.
Present Contract
Proposed Contract

Management Fee Management Fee
Rate* Rate

Fidelity Puritan Fund .5225% .5220%

Fidelity Balanced Fund .5263% .5220%

Fidelity Global
.7725% .7720%
Balanced Fund(dagger)

Fidelity Low-Priced Stock .6763% .6720%
Fund

* Does not reflect voluntary adoption of extended group fee rate
schedule.
The following table compares each fund's management fee and total
expense ratio, including any applicable performance adjustment, under the
terms of the Present Contract and the Proposed Contract for the fiscal
period ended July 31, 1993.
Present Contract Proposed Contract

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Manageme Total Manageme Total
nt
Expense
nt Fee Expense

Fee Ratio (000's) Ratio
(000's)

Fidelity Puritan $ 29,846 .74% $ 29,846 .74%
Fund

Fidelity Balanced $ 11,464 .93% $ 11,430 .93%
Fund

Fidelity Global
$ 137 2.12%** $ 137 2.12%**
Balanced Fund(dagger)

Fidelity Low-Priced $ 15,564 1.12% $ 15,532 1.12%
Stock Fund

</TABLE>

* Does not reflect voluntary adoption of extended group fee rate schedules.
** Ann u aliz ed .
(dagger) From February 1, 1993 (commencement of operations).
MATTERS CONSIDERED BY THE BOARD OF TRUSTEES. The non-interested Trustees
recommended in 1991, and again in 1993, that the existing group fee be
reconsidered in light of the significant growth in the assets of funds
advised by FMR. The Combined Committee, a standing Committee of the Board
composed solely of non-interested Trustees, and the Board considered
revisions to the group fee component of the management fee on various
occasions during 1991 and 1993.
FMR provided substantial information to the Committee to assist it in its
deliberations. In addition, the Committee requested and reviewed additional
data, including analyses prepared by independent counsel to both the funds
and the n on-interested Trustees. In unanimously approving the
proposed contracts and rec o mmending their approval by shareholders,
the Trustees of the funds, including the Independent Trustees, considering
the best interests of shareholders of the funds, took into account all
factors they deemed relevant. The factors considered by the Independent
Trustees included the nature, quality, and extent of the services furnished
by FMR to the funds; the necessity of FMR maintaining and enhancing its
ability to retain and attract high caliber personnel to serve the funds;
the increased complexity of the domestic and international securities
markets; the investment record of FMR in managing each fund; extensive
financial, personnel, and structural information as to the Fidelity
organization, including the revenues and expenses of FMR and Fidelity
Service Co. (FSC, each fund's transfer, shareholder servicing, and pricing
and bookkeeping agent) relating to their mutual fund activities; whether
economies of scale were demonstrated in connection with FMR's provision of
investment management and shareholder services as assets increase; data on
investment performance, management fees and expense ratios of competitive
funds and other Fidelity funds; FMR's expenditures in developing enhanced
shareholder services for the funds; enhancements in the quality and scope
of the shareholder services provided to the funds' shareholders; the fees
charged and services offered by an affiliate of FMR for providing
investment management services to non-investment company accounts; and
possible "spin-off" benefits to FMR from serving as manager and from
affiliates of FMR serving as principal underwriter and transfer agent of
the funds.
CONCLUSION, ACTION OF THE BOARD OF TRUSTEES, AND RECOMMENDED SHAREHOLDER
ACTION. Based on its evaluation of the extensive materials presented and
assisted by the advice of independent counsel, the Board of Trustees
concluded (i) that the existing management fee rate structure was fair and
reasonable and (ii) that the proposed reduction in the group fee rate
structure was in the best interest of each fund's shareholders. The Board
of Trustees voted to approve the submission of the Proposed Contract
to shareholders of the funds and recommends that shareholders of each fund
vote FOR the Proposed Contract.
8. TO APPROVE A DISTRIBUTION AND SERVICE PLAN PURSUANT TO RULE 12B-1 FOR
FIDELITY BALANCED FUND.
The Board of Trustees has approved, and recommends that shareholders of
Fidelity Balanced Fund approve, a Distribution and Service Plan (the plan)
for the fund. The plan must be approved by a "majority," as defined in the
Investment Company Act of 1940 (the 1940 Act) of the outstanding voting
securities of the fund. A copy of the plan is attached to this Proxy
Statement as Exhibit 2.
THE PLAN. The plan was approved by the Board as provided for by Rule 12b-1
(the Rule) promulgated by the Securities and Exchange Commission (SEC)
under the 1940 Act. The Rule provides that, in order for an investment
company (e.g. a mutual fund) to act as a distributor of its shares, a
written plan "describing all material aspects of the proposed financing of
distribution'' must be adopted by the company. Under the Rule, an
investment company is deemed to be acting as a distributor of its shares if
it engages "directly or indirectly in financing any activity which is
primarily intended to result in the sale of shares issued by such company,
including, but not necessarily limited to, advertising, compensation of
underwriters, dealers, and sales personnel, the printing and mailing of
prospectuses to other than current shareholders, and the printing and
mailing of sales literature.''
The plan is designed to avoid legal uncertainties which may arise from the
ambiguity of the phrase "primarily intended to result in the sale of
shares'' and from the term "indirectly'' as used in the Rule. The SEC has
neither approved nor disapproved the plan.
The plan contemplates that all expenses relating to the distribution of
fund shares shall be paid for by FMR, or Fidelity Distributors Corporation
(FDC), a wholly owned subsidiary of FMR Corp., out of past profits and
other resources, including management fees paid by the fund to FMR. The
plan also recognizes that FMR, either directly or through FDC, may make
payments from these sources to securities dealers and to other third
parties that engage in the sale of fund shares, or to third parties,
including banks, that render shareholder support services. The plan
provides that, to the extent that the fund's payment of management fees to
FMR might be considered to constitute the "indirect'' financing of
activities "primarily intended to result in the sale of shares,'' such
payment is expressly authorized. THE PLAN DOES NOT AUTHORIZE PAYMENTS BY
THE FUND OTHER THAN THOSE THAT ARE TO BE MADE TO FMR UNDER ITS MANAGEMENT
CONTRACT.
The Glass-Steagall Act generally prohibits federally and state chartered
or supervised banks from engaging in the business of underwriting, selling,
or distributing securities. Although the scope of this prohibition under
the Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from being paid for shareholder servicing and
record keeping under the Distribution and Service Plan. FDC intends to
engage banks only to perform such functions. However, changes in federal or
state statutes and regulations pertaining to the permissible activities of
banks and their affiliates or subsidiaries, as well as further judicial or
administrative decisions or interpretations, could prevent a bank from
continuing to perform all or a part of the contemplated services. If a bank
were prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law. The fund may execute portfolio
transactions with and purchase securities issued by depository institutions
that receive payments under its plan. No preference will be shown in the
selection of investments for the instruments of such depository
institutions.
Although the plan contemplates that FMR and FDC may engage in various
distribution activities, it does not require them to perform any specific
type of distribution activity or to incur any specific level of expense for
such activities.
The plan contains a number of provisions relating to reporting obligations
and to its amendment and termination as required by the Rule. If approved
by shareholders, the plan will continue in effect as long as its
continuance is specifically approved at least annually by a majority of the
Board of Trustees, including a majority of the Trustees who are not
"interested persons'' of the trust and who have no direct or indirect
financial interest in the operation of the plan or any agreement related to
the plan (the non-interested Trustees), cast in person at a meeting called
for the purpose of voting on the plan. The plan may be amended at any time
by the Trustees, except that it may not be amended to authorize direct
payments by the fund to finance any activity primarily intended to result
in the sale of shares issued by the fund or to increase materially the
amount spent by the fund for distribution without the approval of a
majority of the outstanding shares of the fund and the Trustees. In
addition, any amendment of the fund's Management Contract to increase the
amount paid by the fund to FMR shall be effective only upon approval by
vote of a majority of the outstanding voting securities of the fund. All
material amendments to the plan also must be approved by a majority of the
non-interested Trustees. The plan, and any agreements related to the plan,
may be terminated at any time by a vote of the majority of the
non-interested Trustees or by a vote of the majority of the outstanding
shares of the fund. The plan requires that the Trustees receive, at least
quarterly, a written report as to the amounts expended during the quarter
by FMR, or FDC, in connection with financing any activity primarily
intended to result in the sale of shares issued by the fund, and the
purposes for which such expenditures were made. As required by the Rule,
while the plan is in effect, the selection and nomination of those Trustees
who are not "interested persons" shall be committed to the discretion of
the non-interested Trustees then in office.
TRUSTEE CONSIDERATION. In determining to recommend the adoption of the
plan, the Board considered a variety of factors and was advised by counsel
who are not counsel to FMR or FDC. The Trustees believe that the fees paid
by the fund to FMR under its Management Contract, are fair and reasonable,
that the services provided thereunder are necessary and appropriate for the
fund and its shareholders, and that the fund does not indirectly finance
the distribution of its shares in contravention of the Rule. Nonetheless,
the Trustees concluded that adoption of the plan would avoid legal
uncertainties which might arise as a result of what they and FMR believes
to be potentially subjective and ambiguous language contained in the Rule
and in public releases issued by the SEC in connection with the proposal
and adoption of the Rule (SEC Releases). The Trustees believe that the
continuation of the plan is advisable to minimize such legal uncertainties
and to provide other benefits to the fund and its shareholders.
The Trustees noted that the fund's plan does not involve any direct
payment by the fund to finance any activity primarily intended to result in
the sale of shares issued by the fund, and that any amendment of the fund's
Management Contract with FMR to increase the amount paid by the fund
thereunder would require approval of both the Trustees and the fund's
shareholders. The Trustees also considered the factors suggested in the SEC
Releases including: the need for independent counsel or experts to assist
the Trustees in reaching a determination; the nature and causes of the
problems and circumstances which made consideration of the plan
appropriate; the way in which the plan would resolve or alleviate the
problems, including the nature and approximate amount of the expenditures
contemplated by the plan; the merits of possible alternatives to the plan;
the interrelationship between the plan and the activities of FMR in
financing the distribution of the fund's shares; and the possible benefits
of the plan to FMR and its affiliates relative to those expected to accrue
to the fund.
The reduction in legal uncertainties arising from the potentially
subjective and ambiguous language that appears in the Rule and in the SEC
Releases enables the Trustees, in connection with their review of the
fund's Management Contract with FMR, to consider the full range of services
provided by FMR and FDC, including services which may be related to the
distribution of the fund's shares. In addition, the Trustees believe it is
appropriate to ensure that FMR and FDC have the flexibility to direct their
distribution activities in a manner consistent with prevailing market
conditions by using, subject to approval of the Trustees, their resources,
including the current management fee, to make payments to third parties. To
the extent that FMR has greater flexibility under the plan, additional
sales of the fund's shares may result. The Trustees believe that this has
the potential to benefit the fund by reducing the possibility that the fund
would experience net redemptions, which might require the liquidation of
portfolio securities in amounts and at times that could be disadvantageous
for investment purposes. Of course, there can be no assurance that these
events will occur.
The Board of Trustees recognized that a greater level of fund assets
benefits FMR by increasing its management fee revenues. The Board noted the
high quality of investment management services and the expansion of, and
many innovations in, investor services that have been provided by FMR over
the years. The Board believes that revenues received by FMR contribute to
its continuing ability to attract and retain a high caliber of investment
and other personnel and to develop and implement new systems for providing
services and information to shareholders. The Board considers this to be an
important benefit to the fund and its shareholders.
CONCLUSION. For the reasons stated above, the Board of Trustees
unanimously concluded in the exercise of their business judgment and in
light of their fiduciary duties under state law and the 1940 Act that there
is a reasonable likelihood that the plan will benefit the fund and its
shareholders. The Trustees recommend that shareholders of the fund vote FOR
approval of the plan. If the plan is not approved, the Board and FMR will
consider alternative means of obtaining the services that are to be
provided under the plan.
9. TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH FMR FAR EAST FOR FIDELITY
BALANCED FUND, FIDELITY LOW-PRICED STOCK FUND, AND FIDELITY PURITAN FUND.
In conjunction with its portfolio management responsibilities on behalf of
Fidelity Balanced Fund, Fidelity Low-Priced Stock Fund, and Fidelity
Puritan Fund, FMR has entered into sub-advisory agreements with affiliates
whose offices are geographically dispersed around the world. To strengthen
and coordinate these relationships, the Board of Trustees proposes that
shareholders of each fund approve a new sub-advisory agreement (the
proposed agreement) between Fidelity Management & Research Far East
Inc. (FMR Far East) and FMR on behalf of each fund to replace FMR's
existing agreement with FMR Far East. 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, as well as the authority to buy and sell securities
if FMR believes it would be beneficial to each fund and its shareholders.
Because FMR pays all of FMR Far East's fees, the proposed agreement would
not affect the fees paid by each fund to FMR.
On March 17, 1994, the Board of Trustees agreed to submit the proposed
agreement to shareholders of each 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. If approved by shareholders, the proposed
agreement will replace the sub-advisory agreement currently in effect with
respect to each fund (the current agreement). The current agreement, dated
August 1, 1989 (Fidelity Balanced Fund and Fidelity Puritan Fund) and
December 27, 1989 (Fidelity Low-Priced Stock Fund), was approved by each
fund's shareholders on July 19, 1989 (Fidelity Balanced Fund and Fidelity
Puritan Fund) and November 14, 1990 (Fidelity Low-Priced Stock Fund). A
copy of the proposed agreement is attached to this proxy statement as
Exhibit 3.
FMR Far East, with its principal office in Tokyo, 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 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 .
Under the current agreement, FMR Far East acts as an investment
consultant to FMR and supplies FMR with investment research information and
portfolio management advice as FMR reasonably requests on behalf of each
fund. FMR Far East provides 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 current agreement with FMR
Far East, FMR, NOT THE FUND, pays FMR Far East's fee equal to 105% of
its costs incurred in connection with the agreement.
For the fiscal years ended July 31, 1993, 1992, and 1991, FMR paid FMR Far
East fees on behalf of each fund as f o llows:

Fiscal Fiscal Fiscal
Fund 1993 1992 1991

Fidelity Balanced Fund $ 327,327 $ 24,100 $ 5,000

Fidelity Low-Priced Stock Fund 143,489 20,800 15,000

Fidelity Puritan Fund 464,659 95,300 83,000

Although FMR employees are expected to consult regularly with FMR Far
East, under the current agreement, FMR Far East has no authority to make
investment decisions on behalf of the funds. Under the proposed agreement,
FMR would continue to receive investment advice from FMR Far East, but it
could also grant investment management authority t o FMR Far East
with respect to all or a portion of each fund's assets. If FMR Far East
were to exercise investment management authority on behalf of a 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 each fund's Prospectus or other
governing instruments and such other limitations as each 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 a
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 each 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 each fund. If granted investment management
authority, FMR Far East would also execute orders to purchase and sell
securities as described in the "Portfolio Transactions" section
b eginning on page .
Allowing FMR to grant investment management authority to FMR Far East
would provide FMR increased flexibility in the assignment of portfolio
managers and give each fund access to managers located abroad who may have
more specialized expertise with respect to local companies and markets.
Additionally, the Trustees believe that each 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
each fund to participate more readily in full trading sessions on foreign
exchanges, and to react more quickly to changing market conditions.
THE PROPOSED AGREEMENT WOULD NOT INCREASE THE FEES PAID TO FMR BY EACH
FUND. The fees paid by FMR to FMR Far East for investment advice as
described above would remain unchanged. However, 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 and portfolio execution services.
If approved by shareholders, the proposed agreement would take effect on
August 1, 1994 (or, if later, the first day of the first month following
approval) and would continue in force until July 31, 1995 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 each fund.
The proposed agreement could be transferred to a successor of FMR Far East
without resulting in termination and without shareholder approval, as long
as the transfer did not constitute an assignment under applicable
securities 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 unanimously recommends that shareholders
of each fund vote FOR the proposed agreement. If the proposed agreement is
not approved by shareholders of a fund, FMR's current agreement on behalf
of that fund will continue in effect.
10. TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH FMR U.K. FOR FIDELITY
BALANCED FUND, FIDELITY LOW-PRICED STOCK FUND, AND FIDELITY PURITAN FUND.
In conjunction with its portfolio management responsibilities on behalf of
Fidelity Balanced Fund, Fidelity Low-Priced Stock Fund, and Fidelity
Puritan Fund, FMR has entered into sub-advisory agreements with affiliates
whose offices are geographically dispersed around the world. To strengthen
and coordinate these relationships, the Board of Trustees proposes that
shareholders of each fund approve a new sub-advisory agreement (the
proposed agreement) between Fidelity Management & Research U.K. Inc.
(FMR U.K.) and FMR on behalf of each fund to replace FMR's existing
agreement with FMR U.K. 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, as well
as the authority to buy and sell securities if FMR believes it would be
beneficial to each fund and its shareholders. Because FMR pays all of FMR
U.K.'s fees, the proposed agreement would not affect the fees paid by each
fund to FMR.
On March 17, 1994, the Board of Trustees agreed to submit the proposed
agreement to shareholders of each 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. If approved by shareholders, the proposed
agreement will replace the sub-advisory agreement currently in effect with
respect to each fund (the current agreement). The current agreement, dated
August 1, 1989 (Fidelity Balanced Fund and Fidelity Puritan Fund)
and December 27, 1989 (Fidelity Low-Priced Stock Fund), was approved by
each fund's shareholders on July 19, 1989 (Fidelity Balanced Fund and
Fidelity Puritan Fund) and November 14, 1990 (Fidelity Low-Priced Stock
Fund). A copy of the proposed agreement is attached to this proxy statement
as Exhibit 4.
FMR U.K., with its principal office in London, 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 .
Under the current agreement, FMR U.K. acts as an investment consultant to
FMR and supplies FMR with investment research information and portfolio
management advice as FMR reasonably requests on behalf of each fund. FMR
U.K. provides investment advice and research services with respect to
issuers located outside of the United States focusing primarily on
companies based in Europe. Under the current agreement with FMR U.K., FMR,
NOT TH E FUND, pays FMR U.K.'s fee equal to 110% of its costs
incurred in connection with the agreement.
For the fiscal years ended July 31, 1993, 1992, and 1991, FMR paid FMR
U.K. fees on behalf of each fund as follows:
Fiscal Fiscal Fiscal
Fund 1993 1992 1991

Fidelity Balanced Fund $ 232,327 $ 25,600 $ 4,000

Fidelity Low-Priced Stock Fund 106,388 21,300 14,000

Fidelity Puritan Fund 332,907 99,500 71,000

Although FMR employees are expected to consult regularly with FMR U.K.,
under the current agreement, FMR U.K. has no authority to make investment
decisions on behalf of the funds. Under the proposed agreement, FMR would
continue to receive investment advice from FMR U.K., but it could also
grant investment management authority to FMR U.K. with respect to
all or a portion of each fund's assets. If FMR U.K. were to exercise
investment management authority on behalf of a 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 each fund's Prospectus or other governing instruments and
such other limitations as each 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 a 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 each
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 each fund. If
granted investment management authority, FMR U.K. would also execute orders
to purchase and sell securities as described in the "Portfolio
Transactions" section on page .
Allowing FMR to grant investment management authority to FMR U.K. would
provide FMR increased flexibility in the assignment of portfolio managers
and give each fund access to managers located abroad who may have more
specialized expertise with respect to local companies and markets.
Additionally, the Trustees believe that each 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 each fund to
participate more readily in full trading sessions on foreign exchanges, and
to react more quickly to changing market conditions.
THE PROPOSED AGREEMENT WOULD NOT INCREASE THE FEES PAID TO FMR BY EACH
FUND. The fees paid by FMR to FMR U.K. for investment advice as described
above would remain unchanged. However, 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 and
portfolio execution services.
If approved by shareholders, the proposed agreement would take effect on
August 1, 1994 (or, if later, the first day of the first month following
approval) and would continue in force until July 31, 1995 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 each fund.
The proposed agreement could be transferred to a successor of FMR U.K.
without resulting in termination and without shareholder approval, as long
as the transfer did not constitute an assignment under applicable
securities 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 unanimously recommends that shareholders
of each fund vote FOR the proposed agreement. If the proposed agreement is
not approved by shareholders of a fund, FMR's current agreement on behalf
of that fund will continue in effect.
11. TO ELIMINATE OR AMEND CERTAIN FUNDAMENTAL INVESTMENT POLICIES OF
FIDELITY BALANCED FUND.
The Board of Trustees has approved a proposal that would replace certain
of the fund's fundamental investment policies with non-fundamental
investment policies and eliminate certain others. Adoption of the proposed
modifications to the fund's investment policies is not expected to affect
the way in which the fund is managed, the investment performance of the
fund, or the securities or instruments in which the fund invests. The main
purpose of this proposal is to simplify the language describing the fund's
policies as well as to ensure that the fund has the ability to adapt to
future economic, market, or regulatory changes without an additional
shareholder vote. Non-fundamental policies and limitations may be changed
by the Board of Trustees without seeking a shareholder vote.
DISCUSSION OF PROPOSED MODIFICATIONS. The fund's current and proposed
investment policies are listed in Exhibit 5. The fund's current fundamental
policies provide that: 1) FMR, the fund's manager, will normally invest the
fund's assets in a broad array of securities, diversified not only in terms
of companies and industries, but also in terms of types of securities,
including bonds and preferred stocks as well as common stocks; 2) the
proportions invested in each type of security change from time to time in
accordance with FMR's interpretation of economic conditions and underlying
security values; 3) at least 25% of the fund's total assets will always be
invested in fixed-income senior securities (including debt securities and
preferred stocks); 4) the fund will only buy debt securities that are rated
Baa or higher by Moody's Investors Service, Inc. or BBB or higher by
Standard & Poor's Corporation, although it may invest in unrated debt
securities if they are judged by FMR to be of equivalent quality; and 5)
when, in FMR's opinion, market conditions warrant, the fund may make
substantial temporary investments in high-quality debt securities,
commercial paper, and obligations of banks and the U.S. government for
defensive purposes. The proposal would eliminate these fundamental policies
and replace them with the following non-fundamental policies:
" A t least 25% of the fund's total assets will always be invested in
fixed-income senior securities (including debt securities and preferred
stocks). The fund will only buy debt securities that are rated Baa or
higher by Moody's Investors Service, Inc. (Moody's) or BBB or higher by
Standard & Poor's Corporation (S&P), although it may invest in
unrated debt securities if they are judged by FMR to be of equivalent
quality. The fund also reserves the right to invest without limitation
in investment-grade debt instruments for temporary, defensive
purposes ."
The primary purpose of the proposal is to replace the fund's fundamental
investment policies with substantially similar non-fundamental
investment policies in order to allow the fund to adapt more quickly
to changing market and regulatory conditions without the expense of an
additional shareholder meeting. The proposal does eliminate the first
two fundamental polic ies regarding the fund's investments in a
broad array of securities and diversification across types of securities
and industries. However, the fund will continue to invest its assets in all
types of domestic and foreign instruments, including common stocks,
preferred stocks, and bonds. The proportions invested in each type of
security will change from time to time in accordance with FMR's
interpretation of economic conditions and underlying security values .
If the proposal is approved, the fund will continue to invest at
least 25% in fixed-income senior securities at all times as a matter of
non-fundamental policy . In addition, the proposal modifies the fund's
temporary, defensive policy by including all investment-grade money market
or debt instruments, not just the specific types listed in the current
policy. Fundamental investment policies can be changed only with the
approval of shareholders, while non-fundamental policies can be changed or
eliminated without shareholder approval. However, changes in
non-fundamental investment policies are subject to the supervision of the
Board of Trustees, and to appropriate disclosure to fund shareholders.
None of the above referenced changes to the fund's current fundamental
investment policies would significantly affect the way in which the fund is
managed, the investment performance of the fund, or the securities or
instruments in which the fund invests.
CONCLUSION. The Board of Trustees believes that the proposed
modifications to the fund's fundamental investment policies are in the best
interests of the fund and its shareholders, and unanimously recommends that
shareholders vote FOR the proposal. If the proposal is not approved, the
fund's fundamental investment policies will remain unchanged.
12. TO AMEND FIDELITY BALANCED FUND'S AND FIDELITY LOW-PRICED STOCK
FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING REAL ESTATE.
Fidelity Balanced Fund's fundamental investment limitation concerning
real estate currently states:
"The fund may not purchase or sell real estate (but this shall not
prevent the fund from investing in marketable securities issued by
companies such as real estate investment trusts which deal in real estate
or interests therein and participation interests in pools of real estate
mortgage loans)."
Fidelity Low-Priced Stock Fund's fundamental investment limitation
concerning real estate currently states:
"The fund may not purchase or sell real estate unless acquired as a
result of ownership of securities (but this shall not prevent the fund from
purchasing and selling marketable securities issued by companies or other
entities or investment vehicles that deal in real estate or interests
therein, nor shall this prevent the fund from purchasing interests in pools
of real estate mortgage loans)."
Subject to shareholder approval, the Trustees intend to replace each
fund's fundamental investment limitation with the following fundamental
investment limitation governing purchases and sales of real estate.
"The fund may not purchase or sell real estate unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments backed
by real estate or securities of companies engaged in the real estate
business)."
The primary purpose of the proposed amendment is to clarify the types
of securities in which the fund is authorized to invest and to conform each
fund's fundamental real estate limitation to a limitation that is expected
to become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new fundamental real estate limitation may not be changed
without a future vote of shareholders.
Adoption of the proposed limitation concerning real estate is not
expected to affect the way in which either fund is managed, the investment
performance of a fund, or the securities or instruments in which each fund
invests. The funds do not expect to acquire real estate. However, the
proposed limitation would clarify two points. First, the proposed
limitation would make it explicit that a fund may acquire a security or
other instrument, of which the payments of interest and principal may be
secured by a mortgage or other right to foreclose on real estate, in the
event of default. Second, the proposed limitation would clarify the fact
that a fund may invest without limitation in securities issued or
guaranteed by companies engaged in acquiring, constructing, financing,
developing, or operating real estate projects (e.g., securities of issuers
that develop various industrial, commercial, or residential real estate
projects such as factories, office buildings, or apartments). Any
investments in these securities are, of course, subject to a fund's
investment objective and policies and to other limitations regarding
diversification and concentration. Also, the proposed limitation
specifically permits Fidelity Balanced Fund to sell real estate acquired as
a result of ownership of securities or other instruments. However, in light
of the types of securities in which the fund regularly invests, FMR
considers this to be a remote possibility. The proposed limitation
eliminates each fund's restriction that securities issued by companies or
other entities that deal in the real estate industry be marketable. The
funds' investments in illiquid securities will be limited to 10% of a
fund's total assets under the existing non-fundamental limitation.
To the extent that a fund buys securities and instruments of companies
engaged in the real estate business, the fund's performance will be
affected by the conditions of the real estate market. This industry is
sensitive to factors such as changes in real estate values and property
taxes, overbuilding, variations in rental income, and interest rates.
Performance could also be affected by the structure, cash flow, and
management skill of real estate companies.
CONCLUSION. The Board of Trustees has concluded that the adoption of
the proposed amendment will benefit each fund and its shareholders. The
Trustees recommend that shareholders of each fund vote FOR the proposed
amendment. The amended limitation, upon shareholder approval, will become
effective immediately. With respect to each fund, if the proposal is not
approved, the fund's current limitation will remain unchanged.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
The primary purpose of Proposals 1 3 through 22 is to revise several
of the funds' investment limitations to conform to limitations which are
the standards for similar types of funds managed by FMR. The Board of
Trustees asked FMR to analyze the various fundamental and non-fundamental
investment limitations of the Fidelity funds, and, where practical and
appropriate to a fund's investment objective and policies, propose to
shareholders adoption of standard fundamental limitations and elimination
of certain other fundamental limitations. Generally, when fundamental
limitations are eliminated, Fidelity's standard non-fundamental limitations
replace them. By making these limitations non-fundamental, the Board of
Trustees may amend a limitation as they deem appropriate, without seeking
shareholder vote. The Board of Trustees would amend the limitations to
respond, for instance, to developments in the marketplace, or changes in
federal or state law. The costs of shareholder meetings if called for these
purposes are generally borne by the fund and its shareholders.
It is not anticipated that these proposals will substantially affect the
way a fund is currently managed. However, FMR is presenting them to you for
your approval because, FMR believes that increased standardization will
help to promote operational efficiencies and facilitate monitoring of
compliance with fundamental and non-fundamental investment limitations.
Although adoption of a new or revised limitation is not likely to have any
impact on the current investment techniques employed by a fund, it will
contribute to the overall objectives of standardization.
1 3 . TO AMEND FIDELITY BALANCED FUND'S AND FIDELITY LOW-PRICED STOCK
FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING DIVERSIFICATION.
Fidelity Balanced Fund's current fundamental investment limitation
concerning diversification states:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the United States government or its
agencies or instrumentalities) if, as a result thereof, more than 5% of the
fund's total assets would be invested in the securities of such issuer, or
it would hold more than 10% of the voting securities of such issuer, except
that up to 25% of value of the fund's total assets may be invested without
regard to these limitations."
Fidelity Low-Priced Stock Fund's current fundamental investment limitation
regarding diversification states:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the United States government or its
agencies or instrumentalities) if, as a result thereof, (a) more than 25%
of the value of its total assets would be invested in the securities of a
single issuer, or (b) with respect to 75% of its total assets, more than 5%
of the fund's total assets (taken at current value) would be invested in
the securities of such issuer, or it would own more than 10% of the
outstanding voting securities of such issuer."
The Trustees recommend that shareholders vote to replace each fund's
fundamental investment limitation with the following 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) 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 primary purpose of the proposal is to revise each fund's fundamental
diversification limitation to conform to a limitation that is expected to
become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) The standard more closely
tracks the language of the limitation required under the Investment Company
Act of 1940. If the proposal is approved, the amended fundamental
diversification limitation cannot be changed without a future vote of
shareholders.
Adoption of the proposed limitation concerning diversification is not
expected to affect the way in which either fund is managed, the investment
performance of a fund, or the securities or instruments in which each fund
invests.
CONCLUSION. The Board of Trustees recommends voting FOR the proposed
amendment. The amended limitation, upon shareholder approval, will become
effective immediately. With respect to each fund, if the proposal is not
approved by shareholders, the fund's current limitation will remain
unchanged.
1 4 . TO AMEND FIDELITY BALANCED FUND'S AND FIDELITY LOW-PRICED STOCK
FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING THE ISSUANCE OF SENIOR
SECURITIES.
Fidelity Balanced Fund's current fundamental investment limitation
regarding the issuance of senior securities states:
"The fund may not issue bonds or any other class of security preferred
over shares of the fund in respect of the fund's assets."
Fidelity Low-Priced Stock Fund's current fundamental investment limitation
regarding the issuance of senior securities states that:
"The fund may not issue bonds or any other class of security preferred
over shares of the fund in respect of the fund's assets or earnings,
provided that Fidelity Puritan Trust may establish additional series of
shares in accordance with its Declaration of Trust."
The Trustees recommend that shareholders vote to replace this limitation
with the following fundamental investment limitation governing the issuance
of senior securities:
"The fund may not issue senior securities, except as permitted under the
Investment Company Act of 1940."
The primary purpose of the proposal is to revise each fund's fundamental
senior securities limitation to conform to a limitation that is expected to
become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new fundamental senior securities limitation cannot be
changed without a future vote of the fund's shareholders.
Adoption of the proposed limitation on senior securities is not expected
to affect the way in which either fund is managed, the investment
performance of a fund, or the securities or instruments in which each fund
invests. However, the proposed limitation clarifies that the fund may issue
senior securities to the extent permitted under the 1940 Act.
Although the definition of a "senior security" involves complex statutory
and regulatory concepts, a senior security is generally thought of as an
obligation of a fund which has a claim to the fund's assets or earnings
that takes precedence over the claims of the fund's shareholders. The 1940
Act generally prohibits mutual funds from issuing senior securities;
however, mutual funds are permitted to engage in certain types of
transactions that might be considered "senior securities" as long as
certain conditions are satisfied. For example, a transaction which
obligates a fund to pay money at a future date (e.g., the purchase of
securities to be settled on a date that is further away than the normal
settlement period ) may be considered a "senior security." A mutual fund is
permitted to enter into this type of transaction if it maintains a
segregated account containing liquid securities in amount equal to its
obligation to pay cash for the securities at a future date. The fund
utilizes transactions that may be considered "senior securities" only in
accordance with applicable regulatory requirements under the 1940 Act.
CONCLUSION. The Board of Trustees recommends voting FOR the proposed
amendment. The amended limitation, upon shareholder approval, will become
effective immediately. With respect to each fund, if the proposal is not
approved, the fund's current limitation will remain unchanged.
1 5 . TO ELIMINATE FIDELITY BALANCED FUND'S AND FIDELITY LOW-PRICED
STOCK FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING SHORT SALES OF
SECURITIES.
Fidelity Balanced Fund's current fundamental investment limitation on
selling securities short is as follows:
"The fund may not make short sales of securities (unless it owns, or by
virtue of its ownership of other securities it has a right to obtain,
securities equivalent in kind and amount to the securities sold), provided,
however, that this limitation shall not limit the fund's ability to
purchase or sell futures contracts."
Fidelity Low-Priced Stock Fund's current fundamental investment limitation
on selling securities short is as follows:
"The fund may not sell securities short, unless it owns, or by virtue of
its ownership of other securities has the right to obtain, securities
equivalent in kind and amount to the securities sold, and provided that
transactions in futures contracts and options are not deemed to constitute
selling securities short."
The Trustees of each fund recommend that shareholders vote to eliminate
the above fundamental investment limitations. If the proposal is approved,
the Trustees intend to replace the current fundamental investment
limitations with a non-fundamental investment limitation that could be
changed without a vote of shareholders. The proposed non-fundamental
limitation is set forth below, with a brief analysis of the substantive
differences between it and the current limitations.
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. In
an investment technique known as a short sale "against the box," an
investor sells securities short while owning the same securities in the
same amount, or having the right to obtain equivalent securities. The
investor could have the right to obtain equivalent securities, for example,
through its ownership of warrants, options, or convertible bonds. If the
proposal is approved by shareholders of each respective fund, the Trustees
intend to adopt the following non-fundamental investment limitation on
short selling, which would permit short sales against the box:
"The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short."
For Fidelity Balanced Fund, the proposed non-fundamental investment
limitation would clarify, and for Fidelity Low-Priced Stock Fund would
continue to clarify, that options transactions are not considered short
sales. The proposed non-fundamental limitation would also continue to
clarify for each fund that transactions in futures contracts are not deemed
to constitute selling securities short.
Certain state regulations currently prohibit mutual funds from entering
into any short sales, other than short sales against the box. If the
proposal is approved, however, the Board of Trustees would be able to
change the proposed non-fundamental limitation in the future, without a
vote of shareholders, if state regulations were to change to permit other
types of short sales, or if waivers from existing requirements were
available, subject to appropriate disclosure to investors.
Neither fund currently anticipates entering into any short sales
including short sales against the box . If the proposal is approved,
however, either fund would be able to change that policy in the future,
without a vote of shareholders, subject to the supervision of the Trustees
and appropriate disclosure to existing and prospective investors.
Although elimination of each fund's fundamental investment limitations on
short selling is unlikely to affect either fund's investment techniques at
this time, in the event of a change in state regulatory requirements, the
funds may alter their investment practices in the future. The Board of
Trustees believes that efforts to standardize each fund's investment
limitation will facilitate FMR investment compliance efforts (see "Adoption
of Standardized Investment Limitations" on page ) are in the best interest
of shareholders.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate each fund's fundamental investment limitation regarding short
sales of securities. If approved, the proposal will take effect
immediately. With respect to each fund, if the proposal is not approved,
the fund's current limitation will remain unchanged.
1 6 . TO ELIMINATE FIDELITY BALANCED FUND'S AND FIDELITY LOW-PRICED
STOCK FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING MARGIN PURCHASES.
Fidelity Balanced Fund's current fundamental investment limitation
concerning purchasing securities on margin is as follows:
"The fund may not purchase any securities on margin, except for such
short-term credits as are necessary for the clearance of transactions;
provided however, that this limitation shall not limit the fund's ability
to make initial and variation margin payments in connection with purchases
or sales of futures contracts or options on futures contracts."
Fidelity Low-Priced Stock Fund's current fundamental investment limitation
concerning purchasing securities on margin is as follows:
"The fund may not purchase any securities on margin, except, that the fund
may obtain such short-term credits as are necessary for the clearance of
transactions, and provided that initial and variation margin payments in
connection with transactions in futures contracts and options on futures
contracts shall not constitute purchasing securities on margin."
The Trustees recommend that shareholders of each fund vote to eliminate
the above fundamental investment limitations. If the proposal is approved,
the Trustees intend to adopt a non-fundamental limitation for each fund
that could be changed without a vote of shareholders. The proposed
non-fundamental limitation is set forth below, with a brief analysis of the
substantive differences between it and the current limitations.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the
borrower places with a broker as collateral against the loan. Each fund's
current fundamental limitation prohibits the fund from purchasing
securities on margin, except to obtain short-term credits as may be
necessary for the clearance of transactions and for initial and variation
margin payments made in connection with the purchase and sale of futures
contracts and options on futures contracts. With these exceptions, mutual
funds are prohibited from entering into most types of margin purchases by
applicable SEC policies. The proposed non-fundamental limitation includes
these exceptions.
If the proposal is approved by shareholders, the Trustees intend to adopt
the following non-fundamental investment limitation, which would prohibit
margin purchases except as permitted under the conditions referred to
above:
"The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin."
Although elimination of each fund's fundamental limitation on margin
purchases is unlikely to affect either fund's investment techniques at this
time, in the event of a change in federal regulatory requirements, the
funds may alter their investment practices in the future. The Board of
Trustees believes that efforts to standardize investment limitations will
facilitate FMR's investment compliance efforts (see "Adoption of
Standardized Investment Limitations" on page ) and are in the best
interests of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal to eliminate
each fund's fundamental investment limitation regarding margin purchases.
If approved, the new non-fundamental limitation will become effective
immediately. With respect to each fund, if the proposal is not approved,
the fund's current limitation will remain unchanged.
1 7 . TO AMEND FIDELITY BALANCED FUND'S AND FIDELITY LOW-PRICED STOCK
FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING BORROWING.
Fidelity Balanced Fund's current fundamental investment limitation
concerning borrowing states:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of the value of its total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed 33 1/3% of the fund's total assets by reason
of a decline in net assets will be reduced within 3 business days to the
extent necessary to comply with the 33 1/3% limitation."
Fidelity Low-Priced Stock Fund's current fundamental investment limitation
concerning borrowing states:
"The fund may not borrow money, except for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 33 1/3% of
the value of its total assets (including the amount borrowed and taken at
current value) less liabilities (other than borrowings). Any borrowings
that come to exceed 33 1/3% of the value of the fund's total assets by
reason of a decline in net assets will be reduced within 3 days (exclusive
of Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation."
Subject to shareholder approval, the Trustees intend to replace each
fund's current fundamental investment limitation with the following amended
fundamental investment limitation governing borrowing:
"The fund may not borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed this amount will be reduced within three days (not including
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation."
The primary purpose of the proposal is to revise each fund's fundamental
borrowing limitation to conform to a limitation that is expected to become
the standard for all funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page .) If the proposal is approved, the amended
fundamental borrowing limitation cannot be changed without a future vote of
shareholders.
Adoption of the proposed limitation concerning borrowing is not expected
to affect the way in which either fund is managed, the investment
performance of a fund, or the securities or instruments in which each fund
invests. However, the proposal would clarify two points. Under the current
limitations, each fund must reduce borrowings that come to exceed 33 1/3%
of total assets only when there is a decline in net assets. Also, for
Fidelity Balanced Fund, the proposed limitation redefines "three business
days" as "three days (not including Sundays and holidays)."
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund. Accordingly, the Trustees recommend that
shareholders of the funds vote FOR the proposed amendment. The amended
limitation, upon shareholder approval, will become effective immediately.
With respect to each fund, if the proposal is not approved, the fund's
current limitation will remain unchanged.
1 8 . TO AMEND FIDELITY LOW-PRICED STOCK FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING THE CONCENTRATION OF ITS INVESTMENTS WITHIN A SINGLE
INDUSTRY.
The fund's current fundamental investment limitation concerning the
concentration of its investments within a single industry states:
"The fund may not purchase any security if, as a result, more than 25% of
its total assets (taken at current value) would be invested in the
securities of issuers having their principal business activities in the
same industry (this limitation does not apply to securities issued or
guaranteed by the United States government or its agencies or
instrumentalities)."
Subject to shareholder approval, the Trustees of the fund intend to
replace this fundamental investment limitation with the following amended
fundamental investment limitation governing concentration:
"The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's
total assets would be invested in the securities of companies whose
principal business activities are in the same industry."
The primary purpose of the proposal is to revise the fund's fundamental
concentration limitation to conform to a limitation which is expected to
become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new fundamental concentration limitation could not be changed
without a future vote of shareholders.
Adoption of the proposal limitation on concentration is not expected to
affect the way the fund is managed, the investment performance of the fund,
or the securities or instruments in which the fund invests.
The proposed amended limitation is not substantially different from the
current policy and is not likely to have any impact on the investment
techniques employed by the fund.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund. The Trustees recommend vot ing FOR
the proposed amendment. The new limitation, upon shareholder
approval, will become effective immediately. If the proposal is not
approved, the fund's current fundamental investment limitation will
remain unchanged.
1 9 . TO AMEND FIDELITY LOW-PRICED STOCK FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING THE PURCHASE AND SALE OF PHYSICAL COMMODITIES.
The fund's current fundamental investment limitation concerning
commodities states:
"The fund may not purchase or sell physical commodities unless acquired as
a result of ownership of securities (but this shall not prevent the fund
from purchasing and selling futures contracts)."
Subject to shareholder approval, the Trustees intend to replace this
fundamental investment limitation with the following fundamental investment
limitation governing commodities.
"The fund may not purchase or sell physical commodities unless acquired as
a result of ownership of securities or other instruments (but this shall
not prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed by
physical commodities)."
The primary purpose of this proposal is to implement a fundamental
investment limitation on commodities that conforms to a limitation that is
expected to become the standard for all funds managed by FMR. (See
"Adoption of Standardized Investment Limitations" on page .) If the
proposal is approved, the new fundamental commodities limitation cannot be
changed without a future vote of shareholders.
Adoption of the proposed limitation on commodities is not expected to
affect the way in which the fund is managed, the investment performance of
the fund, or the securities or instruments in which the fund invests.
However, the proposed limitation would clarify two points. First, the
proposed limitation would make it explicit that the fund may acquire
physical commodities as the result of ownership of instruments other
than securities. Second, the proposed limitation would clarify that the
fund may invest without limit in securities or other instruments backed by
physical commodities. Any investments of this type are, of course, subject
to the fund's investment objective, policies, and other limitations.
CONCLUSION. The Board of Trustees has concluded that the adoption of the
proposed amendment will benefit the fund and its shareholders. The Trustees
recommend that shareholders of the fund vote FOR the proposed amendment.
The amended limitation, upon shareholder approval, will become effective
immediately. If the proposal is not approved, the fund's current limitation
will remain unchanged.
20 . TO ADOPT A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING THE
PURCHASE AND SALE OF PHYSICAL COMMODITIES FOR FIDELITY
BALANCED FUND.
Currently, the fund does not have a fundamental investment limitation
describing its policy regarding the purchase and sale of commodities.
Pursuant to Section 8(b) of the 1940 Act, a mutual fund must state its
policy relating to, among other things, the purchase and sale of
commodities. In general, the fund does not anticipate any future investment
directly in physical commodities, but pursuant to securities
regulation, must adopt a stated policy.
The following proposed fundamental investment limitation concerning the
purchase or sale of commodities is the standard one for all funds managed
by FMR and has been recommended by the Board of Trustees:
"The fund may not purchase or sell physical commodities unless acquired as
a result of ownership of securities or other instruments (but this shall
not prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed by
physical commodities)."
The proposed fundamental policy conforms to a limitation that is expected
to become standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) The fund does not expect to
purchase or sell physical commodities. However, the proposed
limitation would permit the fund to invest in securities backed by
commodities and to sell commodities acquired as a result of ownership of
other investments. In addition, the proposed limitation would not apply
to options and futures contracts on physical commodities.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
adopt a fundamental investment limitation concerning commodities. The
proposed limitation, upon shareholder approval, will become effective
immediately. If the proposal is not approved, the fund will continue its
current practice of not purchasing or selling commodities, but will remain
without a fundamental investment limitation regarding commodities.
21. TO AMEND FIDELITY BALANCED FUND'S AND FIDELITY LOW-PRICED STOCK FUND'S
FUNDAMENTAL INVESTMENT LIMITATION CONCERNING LENDING.
Fidelity Balanced Fund's current fundamental investment limitation
concerning lending is as follows:
"The fund may not lend any security or make any other loan if, as a
result, more than 33 1/3% of the fund's total assets would be lent to other
parties, except (i) through the purchase of a portion of an issue of debt
securities in accordance with its investment objective, policies, and
limitations, or (ii) by engaging in repurchase agreements with respect to
portfolio securities."
Fidelity Low-Priced Stock Fund's current fundamental investment limitation
concerning lending is as follows:
"The fund may not make loans if, as a result, more than 33 1/3% of its
total assets (taken at current value) would be lent to other parties,
except (a) through the purchase of a portion of an issue of debt securities
in accordance with its investment objective, policies, and limitations, and
(b) by engaging in repurchase agreements with respect to portfolio
securities."
Subject to shareholder approval, the Trustees intend to replace each
fund's limitation with the following fundamental investment limitation
governing lending:
"The fund may not lend any security or make any other loan if, as a
result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities
or to repurchase agreements."
The primary purpose of this proposal is to revise each fund's fundamental
lending limitation to conform to a limitation expected to become the
standard for all funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page .) If the proposal is approved, the new
fundamental lending limitation cannot be changed without a future vote of
shareholders.
Adoption of the proposed limitation on lending is not expected to affect
the way in which either fund is managed, the investment performance of a
fund, or the instruments in which each fund invests. However, the proposed
limitation would clarify two points. First, the proposed limitation
provides specific authority for each fund to acquire the entire portion of
an issue of debt securities. Ordinarily, if a fund purchases an entire
issue of debt securities, there may be greater risks of illiquidity and
unavailability of public information if the issuer has no other issue of
securities outstanding, and it may be more difficult to obtain pricing
information to be used in establishing the fund's daily share price.
Second, the proposed amendment eliminates the reference to "portfolio
securities" in the exception for repurchase agreements.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund and is in the best interest of
shareholders. The Trustees recommend voting FOR the proposed amendment. The
amended limitation, upon shareholder approval, will become effective
immediately. With respect to each fund, if the proposal is not approved by
shareholders, the fund's current limitation will remain unchanged.
22. TO ELIMINATE FIDELITY BALANCED FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING INVESTMENT IN OTHER INVESTMENT COMPANIES.
The fund's current fundamental investment limitation concerning investment
in other investment companies states:
"The fund may not purchase securities of other investment companies
(except in the open market where no commission except the ordinary broker's
commission is paid, or as part of a merger or consolidation, and in no
event may investments in such securities exceed 10% of the total assets of
the fund)."
The Trustees recommend that shareholders of the fund vote to eliminate the
above fundamental investment limitation. If the proposal is approved, the
Trustees intend to replace the current fundamental limitation with the
following non-fundamental limitation, which could be changed without a vote
of shareholders:
"The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger."
The ability of mutual funds to invest in other investment companies is
restricted by rules under the 1940 Act and by some state regulations. The
fund's current fundamental investment limitation recites certain of the
applicable federal and former state restrictions. The federal restrictions
will remain applicable to the fund whether or not they are recited in a
fundamental limitation. As a result, elimination of the above fundamental
limitation is not expected to have any impact on the fund's investment
practices, except to the extent that regulatory requirements may change in
the future. However, the Board of Trustees believes that the efforts to
standardize the fund's investment limitations will facilitate FMR's
investment compliance efforts (see "Adoption of Standardized Investment
Limitations" on page ) and are in the best interests of the shareholders.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate the fund's fundamental investment limitation regarding
investments in other investment companies. If approved, the new
non-fundamental limitation will become effective immediately. If the
proposal is not approved, the fund's current 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 whose average net assets for
March, 1994, were in excess of $ 250 billion. The Fidelity family of
funds currently includes a number of funds with a broad range of investment
objectives and permissible portfolio compositions. The Boards of these
funds are substantially identical to that of this trust. In addition, FMR
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors. Information concerning the advisory
fees, net assets, and total expenses of the funds advised by FMR is
contained in the Table of Average Net Assets and Expense Ratios in Exhibit
6.
Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. Fidelity Management & Research (U.K.) Inc.
(FMR U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far
East), both wholly owned subsidiaries of FMR formed in 1986, supply
investment research information, and may supply portfolio management
services to FMR in connection with certain funds advised by FMR. FMR Texas
Inc., a wholly owned subsidiary of FMR formed in 1989, supplies portfolio
management and research services in connection with certain money market
funds advised by FMR.
FMR, its officers and directors, its affiliated companies and personnel,
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 which 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 Consolidated Statement of Financial Condition of Fidelity Management
& Research Company and subsidiaries as of December 31, 1993 is shown
beginning on page .
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; J.
Gary Burkhead, President; and Peter S. Lynch, Vice Chairman. Each of the
Directors is also a Trustee of the trust. Messrs. Johnson 3d, Burkhead,
John H. Costello, Joel Tillinghast, Robert Haber, Richard Fentin, Gary L.
French, and Arthur S. Loring, are currently officers of the trust and
officers or employees of FMR or FMR Corp. With the exception of Mr.
Costello, all of these persons are stockholders of FMR Corp. FMR's address
is 82 Devonshire Street, Boston, Massachusetts 02109, which is also the
address of the Directors of FMR.
All of the stock of FMR is owned by a parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts, which was organized on October
31, 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions, Fidelity Service Co., which is
the transfer and shareholder servicing agent for certain of the retail
funds advised by FMR, Fidelity Investments Institutional Operations
Company, which performs shareholder servicing functions for certain
institutional customers, and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization. Messrs. Johnson 3d, Burkhead, William L. Byrnes, James C.
Curvey, and Caleb Loring, Jr. are the Directors of FMR Corp. On March 31,
1994, Messrs. Johnson 3d, Burkhead, Curvey, and Loring, Jr., and Ms.
Abigail Johnson owned approximately 34 %, 3% , 3 %,
8 %, and 24 %, respectively, of the voting common stock of FMR
Corp. In addition, various Johnson family members and various trusts for
the benefit of Johnson family members, for which Messrs. Burkhead, Curvey,
or Loring, Jr. are Trustees, owned in the aggregate approximately
28 % of the voting common stock of FMR Corp. Messrs. Johnson 3d,
Burkhead, and Curvey owned approximately 2 %, 3 % and
1 %, respectively, of the non-voting common and equivalent
stock of FMR Corp. In addition, various trusts for the benefit of
members of the Johnson family, for which Mr. Loring, Jr. is the sole
Trustee, and other trusts for the benefit of Johnson family members,
through limited partnership interest s in a partnership the corporate
general partner of which is controlled by Mr. Johnson 3d, Mr. Loring, Jr.,
and other Johnson family members, together owned approximately 4 2%
of the non-voting common and equivalent stock of FMR Corp. Through
ownership of voting common stock, Edward C. Johnson 3d (President and a
Trustee of the trust), Johnson family members, and various trusts for the
benefit of the Johnson family form a controlling group with respect to FMR
Corp.
During the period August 1, 1992 through March 31, 1994, the following
transactions were entered into by officers and/or Trustees of the fund or
of FMR Corp. involving more than 1% of the voting common, non-voting common
or preferred stock of FMR Corp. Mr. C. Bruce Johnstone redeemed an
aggregate of 25,500 shares of non-voting common stock for an aggregate cash
payment of approximately $3.4 million. Mr. Morris J. Smith redeemed 15,000
shares of non-voting common stock for a cash payment of approximately $1.8
million.
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 investment research information with respect to certain
funds for which FMR acts as investment adviser. Under sub-advisory
agreements with FMR U.K. and FMR Far East, FMR pays fees equal to 110% of
FMR U.K.'s costs and 105% of FMR Far East's costs, respectively, in
connection with research services provided for the benefit of certain
Fidelity funds. During the fiscal period ended July 31, 1993, the fees paid
by FMR on behalf of the funds are shown in the following table.
Fees Paid to Fees Paid to
FMR U.K. FMR Far East

Fidelity Puritan Fund $ 332,907 $ 464,659

Fidelity Balanced Fund 232,327 327,327

Fidelity Global Balanced Fund * 5,581 8,842

Fidelity Low-Priced Stock Fund 106,388 143,489

* From commencement of operations (February 1, 1993)
The Statements of Financial Condition of FMR U.K. and FMR Far East as of
December 31, 1993 are shown on pages and respectively.
Funds 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 6.
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and J. Gary Burkhead, President. Each of the Directors is also a
Trustee of the trust. Messrs. Johnson 3d and Burkhead are currently
officers of the trust and officers or employees of FMR U.K. and FMR Far
East. Messrs. Johnson 3d and Burkhead are stockholders of FMR Corp. The
affiliations of Messrs. Johnson 3d and Burkhead are described in Proposal
1. The principal business address of the Directors and FMR U.K. and FMR Far
East is 82 Devonshire Street, Boston, Massachusetts.
ACTIVITIES AND MANAGEMENT OF FIJ, FIIA AND FIIAL U.K.
FMR, on behalf of certain Fidelity funds, has entered into a sub-advisory
agreements with Fidelity Investments Japan Limited (FIJ) and Fidelity
International Investment Advisors (FIIA), both wholly owned subsidiaries of
Fidelity International Limited (FIL). FIIA in turn has entered into a
sub-advisory agreement with its U.K. subsidiary, Fidelity International
Investment Advisory (U.K.) Limited (FIIAL U.K.).
The sub-advisers provide research and investment recommendations with
respect to companies based outside of the United States. FIJ focuses on
companies primarily based in Japan and other parts of Asia. FIIA focuses
primarily on companies based in Hong Kong, Australia, New Zealand, and
Southeast Asia (other than Japan). FIIAL U.K. focuses primarily on
companies based in the U.K. and Europe. FMR pays FIJ and FIIA 30% of FMR's
monthly management fee with respect to the average market value of
investments held by the fund for which FIIA and FIJ have provided FMR with
investment advice. FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s
costs incurred in connection with providing investment advice and research
services. FMR pays FIJ and FIIA 50% of its monthly management fee
(including any performance adjustment) with respect to the fund's average
net assets managed by the sub-adviser on a discretionary basis. FIIA pays
FIIAL U.K. 110% of FIIAL U.K.'s costs incurred with providing investment
management services. Open-end f unds managed by FMR with respect to
which FMR currently has sub-advisory agreements, in the net assets of each
of these funds, are indicated in the Table of Average Net Assets and
Expense Ratios (Exhibit 6) on page .
The Directors of FIJ are Yasukazu Akamatsu, President, Dan H. Blanks,
Martin P. Cambridge, Arthur M. Jesson, Edward C. Johnson, 3d, Nobuhide
Kamiyama, Noboru Kawai, Yasuo Kuramoto, Yoshiharu Okazaki, and Hiroshi
Yamashita.
The Directors of FIIA are David J. Saul, President, Anthony Bolton, Martin
P. Cambridge, Charles T.M. Collis, William R. Ebsworth , and Toshiaki
Wakabayashi.
The Directors of FIIAL U.K. are Anthony Bolton, Martin P. Cambridge,
Pamela Edwards, Richard Haberman, and Sally Walden .
The principal business address of the Directors of FIJ is Shiroyama JT
Mori Building, 4-3-1 Toronomon, Minato-ku, Tokyo 105, Japan. The principal
business address of the DIrectors of FIIA is Pem broke Hall, 42 Crow
Lane, Pembroke, Bermuda . The principal business address of the Directors
of FIIAL U.K. is 130 Tonbridge Rd., Hildenborough, Kent, TN11 9DZ, United
Kingdom.
FIIA is the investment adviser of Fidelity Advisor Emerging Asia Fund,
Inc., a closed end investment company with net assets of approximately
$106,405,916 as of March 31, 1994. As compensation for its services, FIIA
receives 60% of the management fee paid by the fund. The management fee has
two components, a basic fee and a performance adjustment. The basic fee is
payable monthly at an annual rate equal to 1.00% of the Emerging Asia
Fund's average daily net assets. The performance adjustment may increase or
decrease the basic fee by up to 0.25% annually, based on the Emerging Asia
Fund's performance (over a rolling performance period of up to 36 months)
as compared to the Morgan Stanley Capital International Combined Asia
ex-Japan (Free) Index plus Taiwan. At FIIA's request, FIJ may provide
sub-advisory services with respect to the Emerging Asia Fund's investments
in Japanese and other securities. As compensation for these services, FIJ
would receive 50% of the fee paid to FIIA by the Emerging Asia Fund in
respect of the assets of the fund managed by FIJ on a discretionary basis
and 30% of the fee paid to FIIA in respect of the assets of the fund
managed by FIJ on a non-discretionary basis.
BALANCE SHEETS
The Consolidated Statements of Financial Condition of FMR, FMR U.K., and
FMR Far East as of December 31, 1993 (audited) are shown on pages 57
through 67 . The Consolidated Statements of Financial Condition
of FIIA, FIIAL U.K., and FIJ as of June 30, 1993 (audited) and as of March
31, 1994 (unaudited) are shown beginning on page . To the
knowledge of F IIA, FIIAL U.K., and FIJ there has been no material
adverse change in the ir financial condition from March 31, 1994
through the date of this Proxy Statement. Proxies will not be voted for
approval of any of the proposals in this Proxy Statement unless (a) in the
judgment of the Board of Trustees of the trust there have been no material
changes in the financial condition of FMR between March 31, 1994 and June
30, 1994, and (b) the trust has received a certificate of the Chairman,
President, or Senior Vice President of FIIA, FIIAL U.K., and FIJ ,
dated on the day on which such proxies are to be voted, that, to his or her
knowledge, since June 30, 1994, there has been no material adverse change
in the financial condition of FIIA, FIIAL U.K., and FIJ which
has not been disclosed to shareholders in additional proxy solicitation
material.
PRESENT MANAGEMENT CONTRACTS
Fidelity Puritan Fund, Fidelity Balanced Fund, Fidelity Global Balanced
Fund, and Fidelity Low-Priced Stock Fund employ 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 the
funds with all necessary office facilities and personnel for servicing the
funds' investments, and compensates all officers of the trust, all Trustees
who are "interested persons" of the trust or of FMR, and all personnel of
the trust or of 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 the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of the fund's shares under federal and
state law; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, each fund pays all of its expenses, without limitation, that are not
assumed by those parties. Each fund pays for typesetting, printing, and
mailing proxy material to shareholders, legal expenses, and the fees of the
custodian, auditor, and non-interested Trustees. Although each fund's
management contract provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional information,
notices, and reports to existing shareholders, the trust has entered into a
revised transfer agent agreement with FSC, pursuant to which FSC bears the
cost of providing these services to existing shareholders. Other expenses
paid by the funds include interest, taxes, brokerage commissions, each
fund's proportionate share of insurance premiums and Investment Company
Institute dues, and the costs of registering shares under federal and state
securities laws. Each fund is also liable for such nonrecurring expenses as
may arise, including costs of any litigation to which the fund may be a
party and any obligation it may have to indemnify the trust's officers and
Trustees with respect to litigation.
FMR is the funds' manager pursuant to management contracts dated January
1, 1993 (Fidelity Puritan Fund), September 29, 1989 (Fidelity Balanced
Fund), and December 1, 1990 (Fidelity Low-Priced Stock Fund), which were
approved approved by shareholders on December 16, 1992, July 19, 1989, and
November 14, 1990, respectively. FMR is Fidelity Global Balanced Fund's
manager pursuant to a management contract dated January 14, 1993, which was
approved by FMR, then sole shareholder of the fund, on January 26, 1993.
For the services of FMR under the contracts, each fund pays FMR a monthly
management fee composed of the sum of a group fee rate and an individual
fund fee rate (the "basic fee").
COMPUTING THE BASIC FEE. Each fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate. The group fee
rate is based on the monthly average net assets of all of the registered
investment companies with which FMR has management contracts and is
calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left of the following table. On the right, the
effective annual fee rate schedule, are the actual results of cumulatively
applying the annualized rates at varying asset levels. For example, the
effective annual group fee rate at $ 253 billion of group net assets
- - - - their approximate level for March 1994 - was . 3220 %, which is the
weighted average of the respective fee rates for each level of group net
assets up to $253 billion .
GROUP FEE RATE SCHEDULE* EFFECTIVE ANNUAL FEE
RATES

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

0 - $ 3 billion .520% $ 0.5 .5200%
billion

3 - 6 .490 25 .4238

6 - 9 .460 50 .3823

9 - 12 .430 75 .3626

12 - 15 .400 100 .3512

15 - 18 .385 125 .3430

18 - 21 .370 150 .3371

21 - 24 .360 175 .3325

24 - 30 .350 200 .3284

30 - 36 .345 225 .3253

36 - 42 .340 250 .3223

42 - 48 .335 275 .3198

48 - 66 .325 300 .3175

66 - 84 .320 325 .3153

84 - 1 0 2 .315 350 .3133

1 0 2 - 138 .310

138 - 174 .305

174 - 228 .300

228 - 282 .295

282 - 336 .290

Over 336 .285

* The rates shown for average group assets in excess of $174 billion
were adopted by FMR on a voluntary basis on November 1, 1993 pending
shareholder approval of a new management contract reflecting the extended
schedule. The extended schedule provides for lower management fees as total
assets under management increase.
The individual fund fee rate is .20% for Fidelity Balanced Fund and
Fidelity Puritan Fund, .35% for Fidelity Fidelity Low-Priced Stock Fund,
and .45% for Fidelity Global Balanced Fund. Based on the average net assets
of the funds advised by FMR for March 1994, the annual basic fee rate would
be calculated as follows:
Group Individual Fund Basic
Fee Rate Fee Rate Fee Rate

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Fidelity Puritan Fund . 3220 % + .20% = . 5220 %

Fidelity Balanced Fund . 3220 % + .20% = . 5220 %

Fidelity Low-Priced Stock Fund . 3220 % + .35% = . 6720 %

Fidelity Global Balanced Fund . 3220 % + .45% = . 7720 %

</TABLE>

One twelfth (1/12) of this annual management fee rate is then applied to
the fund's average net assets for the current month, giving a dollar amount
which is the fee for that month.
The schedule shown above (minus the breakpoints added November 1, 1993)
was voluntarily adopted by FMR on January 1, 1992 until shareholders could
meet to approve the amended management contract. Prior to January 1, 1992,
each fund's group fee rate was based on a schedule with breakpoints ending
at .310% for average group assets in excess of $102 billion.
COMPUTING THE PERFORMANCE ADJUSTMENT FOR FIDELITY LOW-PRICED STOCK FUND.
The basic fee for Fidelity Low-Priced Stock Fund is subject to upward or
downward adjustment, depending upon whether, and to what extent, the fund's
investment performance for the performance period exceeds, or is exceeded
by, the record of the Russell 2000 Index over the same period. The
performance period consists of the most recent month plus the previous 35
months. Each percentage point of difference (up to a maximum difference of
+ 10) is multiplied by a performance adjustment rate of .02%. Thus, the
maximum annualized adjustment rate is + .20%. This performance comparison
is made at the end of each month. One twelfth of this rate is then applied
to the fund's average net assets for the entire performance period, giving
a dollar amount which will be added to (or subtracted from) the basic fee.
Fidelity Low-Priced Stock Fund's performance is calculated based on change
in net asset value. For purposes of calculating the performance adjustment,
any dividends or capital gain distributions paid by the fund are treated as
if reinvested in fund shares at the NAV as of the record date for payment.
The record of the Russell 2000 Index is based on change in value and is
adjusted for any cash distributions from the companies whose securities
compose the Russell 2000 Index.
Because the adjustment to the basic fee is based on the fund's performance
compared to the investment record of the Russell 2000 Index, the
controlling factor is not whether the fund's performance is up or down per
se, but whether it is up or down more or less than the record of the
Russell 2000 Index. Moreover, the comparative investment performance of the
fund is based solely on the relevant performance period without regard to
the cumulative performance over a longer or shorter period of time.
MANAGEMENT FEES. The table below lists the fees paid to FMR by each fund
for its services as investment adviser, including any applicable
performance adjustment, with the corresponding percentage of average net
assets of each fund for the fiscal years ending July 31, 1993, 1992, and
1991. If FMR had not voluntarily adopted the group fee rate schedule, these
fees would have been higher.
Management Fees Percentage of Average Net
Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
1993 1992 1991 1993 1992 1991

Fidelity Puritan $29,846,00 $ 19,447,14 $ 17,602,50 .47% .38% .39%
Fund 0 1 7

Fidelity Balanced $ 11,430,00 $ 4,601,223 $ 1,777,967 .53% .54% .55%
Fund 0

Fidelity $ 15,532,18 $ 4,045,718 $ 949,073 .76% .74% .69%
Low-Priced 7
Stock Fund

Fidelity Global $ 136,784 - - .77% - -
Balanced Fund*

</TABLE>

* From commencement of operations (February 1, 1993)
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 1/2% of the first $30 million, 2% of the next
$70 million, and 1/2% of average net assets in excess of $100 million. When
calculating a fund's expenses for purposes of this regulation, the fund may
exclude interest, taxes, brokerage commissions, and extraordinary expenses,
as well as a portion of its custodian fees attributable to investments in
foreign securities.
SUB-ADVISERS. FMR entered into sub-advisory agreements with FMR U.K. and
FMR Far East on August 1, 1989 (Fidelity Balanced Fund and Fidelity Puritan
Fund), and December 27, 1989 (Fidelity Low-Priced Stock Fund), pursuant to
which FMR U.K. and FMR Far East supply FMR with investment research and
recommendations concerning foreign securities for the benefit of the funds.
The sub-advisory agreements provide that FMR will pay fees to FMR U.K. and
FMR Far East equal to 110% and 105%, respectively, of FMR U.K.'s and FMR
Far East's costs incurred in connection with each agreement, said costs to
be determined in relation to the assets of a fund that benefit from the
services of the sub-advisers.
On January 14, 1993, FMR entered into sub-advisory agreements on behalf of
Fidelity Global Balanced Fund with FMR U.K., FMR Far East, Fidelity
Investments Japan Ltd. (FIJ), Fidelity International Investment Advisors
(FIIA), and Fidelity International Investment Advisors (U.K.) Limited
(FIIAL U.K.). Pursuant to the sub-advisory agreements, FMR may receive
investment advice and research services with respect to companies based
outside the U.S. from the sub-advisers and may grant the sub-advisers
investment management authority as well as the authority to buy and sell
securities if FMR believes it would be beneficial to the fund.
For providing investment advice and research services the sub-advisers are
compensated as follows:
(bullet) 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.
(bullet) FMR pays FIIA 30% of FMR's monthly management fee with respect to
the average market value of investments held by the fund for which FIIA has
provided FMR with investment advice.
(bullet) FMR pays FIJ 30% of FMR's monthly management fee with respect to
the average market value of investments held by the fund for which FIJ has
provided FMR with investment advice.
(bullet) FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s costs
incurred in connection with providing investment advice and research
services.
For providing investment management and executing portfolio transactions,
the sub-advisors are compensated as follows:
(bullet) FMR pays FMR U.K., FMR Far East, FIJ, and FIIA 50% of its monthly
management fee (including any performance adjustment) with respect to the
fund's average net assets managed by the sub-advisor on a discretionary
basis.
(bullet) FIIA pays FIIAL U.K. 110% of FIIAL U.K.'s costs incurred with
providing investment management services.
Under the sub-advisory agreements FMR pays the fees of FMR U.K., FMR Far
East, FIJ, and FIIA. FIIA, in turn, pays the fees of FIIAL U.K.
The fees paid to FMR U.K. and FMR Far East under the sub-advisory
agreements for fiscal 1993, 1992, and 1991, on behalf of each fund are
shown in the following table.
Fees Paid to FMR Far East. Fees Paid to FMR U.K.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1993 1992 1991 1993 1992 1991

Fidelity Puritan $ 464,659 $ 95,300 $ 83,00 $ 332,907 $ 99,50 $ 71,00
Fund 0 0 0

Fidelity Balanced 327,327 24,100 5,000 232,327 25,600 4,000
Fund

Fidelity Low- 143,489 20,800 15,000 106,388 21,300 14,000
Priced Stock
Fund

Fidelity Global 8,842 - - 5,581 - -
Balanced Fund*

</TABLE>

* From commencement of operations (February 1, 1993)
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 its
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR
considers various relevant factors, including, but not limited to, the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Commissions for foreign investments traded on foreign exchanges
will generally be higher than for U.S. investments and may not be subject
to negotiation.
Each fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers is
generally made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of each fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause a
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to each
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services. Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. Prior to September 4, 1992, FBSL operated under the name
Fidelity Portfolio Services, Ltd. (FPSL) as a wholly owned subsidiary of
Fidelity International Limited (FIL). Edward C. Johnson 3d is Chairman of
FIL. Mr. Johnson 3d, Johnson family members, and various trusts for the
benefit of the Johnson family, own directly or indirectly more than 25% of
the voting common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have
entered into arrangements with FMR under which the broker-dealer allocates
a portion of the commissions paid by each fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to that of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except if certain
requirements are satisfied. Pursuant to such requirements, the Board of
Trustees has authorized FBSI to execute fund portfolio transactions on
national securities exchanges in accordance with approved procedures and
applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of
each fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
Each fund's annual portfolio turnover rates for the fiscal years ended
July 31, 1993 and 1992 are illustrated in the following table.
1993 1992

Fidelity Puritan Fund 76% 102%

Fidelity Balanced Fund 162% 242%

Fidelity Global Balanced Fund 172%* -

Fidelity Low-Priced Stock Fund 47% 82%

* Annualized
The tables below list the total brokerage commissions paid; the percentage
of brokerage commissions paid to brokerage firms that provided research
services; the total dollar value of brokerage commissions paid to firms
that provided research services; and the commissions paid to FBSI and FBSL
in dollars and as a percentage of the dollar value of all transactions in
which brokerage commissions were paid for the fiscal period ended July 31,
1993 for each of the funds. The differences in the percentage of brokerage
commissions paid to FBSI and FBSL and the percentage of transactions
effected through FBSI and FBSL are a result of low commission rates charged
by FBSI and FBSL in comparison to those charged by unaffiliated
broker-dealers.
Total % Paid to Amount
Commissions Firms Paid to Firms
Providing Providing
Research Research

Fidelity Puritan Fund $ 6,703,051 68 .00 % $ 4,583,587

Fidelity Balanced Fund $ 5,771,000 65.47% $ 3,779,000

Fidelity Global $ 177,000 84.38% $ 150,000
Balanced
Fund*

Fidelity Low-Priced $ 3,293,979 59.70% $ 1,966,505
Stock Fund

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
To To % To % To Transaction Transa
FBSI FBSL FBSI FBSL s ctions
Through Throug
FBSI h FBSL

Fidelity Puritan Fund $ 1,533,00 - 23 .00 - 37 .00 % -
0 %

Fidelity Balanced Fund $ 1,455,00 - 25.22 - 36.50% -
0 %

Fidelity Global $ 11,000 - 6.36% - 6.19% -
Balanced
Fund*

Fidelity Low-Priced $ 702,779 $ 3,349 21.30 1.00% 25.50% 3.00%
Stock Fund %

</TABLE>

* From commencement of operations (February 1, 1993)
From time to time the Trustees will review whether the recapture for the
benefit of a fund of some portion of the brokerage commissions or similar
fees paid by that fund on portfolio transactions is legally permissible and
advisable. Each fund seeks to recapture soliciting broker-dealer fees on
the tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine, in the exercise of their business judgment,
whether it would be advisable for a fund to seek such recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases, this system could have a detrimental
effect on the price or value of a security as far as the fund is concerned.
In other cases, however, the ability of the fund to participate in volume
transactions will produce better executions and prices for the fund. It is
the current opinion of the Trustees that the desirability of retaining FMR
as investment adviser to the funds outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
Fidelity Service Co. (FSC) is transfer, dividend disbursing, and
shareholders' servicing agent for the funds. Under the trust's contract
with FSC, each fund pays an annual fee of $26.03 per basic retail account
with a balance of $5,000 or more, $15.31 per basic retail account with a
balance of less than $5,000 and a supplemental activity charge of $2.25 for
standing order transactions and $6.11 for other monetary transactions.
These fees and charges are subject to annual cost escalation based on
postal rate changes and changes in wage and price levels as measured by the
National Consumer Price Index for Urban Areas. With respect to certain
institutional client master accounts, each fund pays FSC a per-account fee
of $95 .00 , and monetary transaction charges of $20 .00 or
$17.50 depending on the nature of services provided. With respect to
certain broker-dealer master accounts, each fund pays FSC a per-account fee
of $30 .00 , and a charge of $6 .00 for monetary transactions.
Fees for certain institutional retirement plan accounts are based on the
net assets of all such accounts in the fund.
Under each fund's contract, FSC pays out-of-pocket expenses associated
with providing transfer agent services. In addition, FSC bears the expense
of typesetting, printing, and mailing prospectuses, statements of
additional information, and all other reports, notices, and statements to
shareholders, with the exception of proxy statements. Transfer agent fees,
including reimbursement for out-of-pocket expenses, paid to FSC by each
fund for the fiscal periods ended July 31, 1993, 1992, and 1991, are
indicated in the following table.
1993 1992 1991

Fidelity Puritan Fund $ 14,188,000 $ 11,690,66 $ 10,944,80
3 9

Fidelity Balanced Fund $ 6,136,000 $ 2,519,000 $ 987,000

Fidelity Global Balanced $ 62,000 - -
Fund*

Fidelity Low-Priced Stock $ 5,884,424 $ 1,700,140 $ 454,252
Fund

* From commencement of operations (February 1, 1993)
The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine each fund's net asset value per share
and dividends, and maintain the fund's accounting records. Prior to July 1,
1991, the annual fee for these pricing and bookkeeping services was based
on two schedules, one pertaining to the fund's average net assets, and one
pertaining to the type and number of transactions the fund made. The fee
rates in effect as of July 1, 1991 are based on the fund's average net
assets, specifically, .06% for the first $500 million of average net assets
and .03% for average net assets in excess of $500 million. The fee is
limited to a minimum of $45,000 and a maximum of $750,000 per year. Pricing
and bookkeeping fees, including related out-of-pocket expenses, paid to
FSC, with respect to each fund, for fiscal 1993, 1992, and 1991, are
indicated in the following table.
1993 1992 1991

Fidelity Puritan Fund $ 800,000 $ 800,883 $ 402,607

Fidelity Balanced Fund $ 713,000 $ 407,000 $ 162,000

Fidelity Global Balanced Fund* $ 23,000 - -

Fidelity Low-Priced Stock Fund $ 665,653 $ 293,530 $ 79,420

* From commencement of operations (February 1, 1993)
FSC also receives fees for administering the funds' securities lending
program. Securities lending fees are based on the number and duration of
individual securities loans. The following table shows the brokerage
securities lending fees paid by Fidelity Puritan Fund and Fidelity
Balanced Fund fund for fiscal periods ending July 31, 1993, 1992, and
1991. Fidelity Global Balanced Fund and Fidelity Low-Priced Stock Fund
paid no brokerage securities lending fees for the periods indicated.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1993 1992 1991

Fidelity Puritan Fund $ 0 $ 12,399 $ 16,555

Fidelity Balanced Fund $ 16,666 $ 78,223 $ 68,866

</TABLE>

Each fund has a distribution agreement with Fidelity Distributors
Corporation (FDC), a Massachusetts corporation organized on July 18, 1960.
FDC is a broker-dealer registered under the Securities Exchange Act of 1934
and is a member of the National Association of Securities Dealers, Inc. The
distribution agreement calls for FDC to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
fund, which are continuously offered. Promotional and administrative
expenses in connection with the offer and sale of shares are paid by FMR.
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 Co., 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 Statements and Annual Reports you wish to receive in
order to supply copies to the beneficial owners of the respective shares.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
________

REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research Company
(a Wholly-Owned Subsidiary of FMR Corp.):
We have audited the accompanying consolidated statement of financial
condition of Fidelity Management & Research Company as of December 31,
1993. This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents
fairly, in all material respects, the consolidated financial position of
Fidelity Management & Research Company as of December 31, 1993, in
conformity with generally accepted accounting principles.

/s/ COOPERS & LYBRAND
COOPERS & LYBRAND

Boston, Massachusetts
January 28, 1994
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________

ASSETS
($000)
Cash and cash equivalents $ 109
Management fees receivable 103,826
Invested assets:
Managed funds (market value $59,845,000) 56,416
Other investments (fair value $25,816,000) 20,822
Property and equipment, net 141,584
Deferred income taxes 35,910
Note receivable from affiliate 11,250
Prepaid expenses and other assets 9,597
Total Assets $ 379,514
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to mutual funds $ 8,580
Accounts payable and accrued expenses 30,349
Payable to parent company 235,232
Other liabilities 3,871
Total Liabilities 278,032

Stockholder's equity:
Common stock, $.30 par value;
authorized 50,000 shares;
issued and outstanding
26,500 shares 8
Additional paid-in capital 50,074
Retained earnings 51,400
Total Stockholder's Equity 101,482
Total Liabilities and Stockholder's Equity $ 379,514
The accompanying notes are an integral part
of the consolidated statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
________

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Fidelity Management & Research Company and Subsidiaries (the
Company) provide investment management and advisory services and other
services principally for the Fidelity Investments Family of Funds. The
Company also provides computer support and systems development services to
affiliated companies.
On March 1, 1993, ownership of the Company's wholly-owned subsidiary,
Fidelity Investments Institutional Services Company, Inc. was distributed
to the Company's parent. As of that date, this subsidiary had total assets
and stockholder's equity of approximately $73,000,000, and $60,000,000,
respectively.
PRINCIPLES OF CONSOLIDATION
The consolidated statement of financial condition includes the accounts
of Fidelity Management & Research Company and its wholly-owned
subsidiaries. All intercompany accounts have been eliminated.
INVESTED ASSETS
Managed funds investments (consisting primarily of Fidelity Mutual
Funds) are carried at the lower of aggregate cost or market. Other
investments consist primarily of investments in limited partnerships which
are carried at cost. Certain restrictions exist with respect to the sale or
transfer of these investments to third parties. For managed funds
investments and other investments, fair value is determined by the quoted
market price except in the case of restricted investments which are valued
based on management's assessment of fair value. When the Company has
determined that an impairment, which is deemed other than temporary, in the
market or fair value of an investment has occurred, the carrying value of
the investment is reduced to its net realizable value.
INCOME TAXES
The Company is included in the consolidated federal and certain state
income tax returns filed by FMR Corp.
Effective January 1, 1993, FMR Corp. and the Company adopted Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to
reverse.
Adoption of this statement did not have a material impact on the
Company's financial position.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED :
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation
and amortization. Depreciation of furniture and equipment is computed over
the estimated useful lives of the related assets, which are principally
three to five years, using the straight-line method. Leasehold improvements
are amortized over the lesser of their economic useful lives or the period
of the lease. Maintenance and repairs are charged to operations when
incurred. Renewals and betterments of a nature considered to materially
extend the useful life of the assets are capitalized.
PENSION AND PROFIT SHARING PLANS
The Company participates in FMR Corp.'s noncontributory defined benefit
pension plan covering all of its eligible employees. There are no
statistics available for the actuarial data of this separate company. There
are no unfunded vested benefits.
The Company also participates in FMR Corp.'s defined contribution profit
sharing and retirement plans covering substantially all eligible
employees.
B. PROPERTY AND EQUIPMENT, NET
At December 31, 1993, property and equipment, at cost, consist of (in
thousands):
Furniture $ 1,853
Equipment (principally computer related) 320,141
Leasehold improvements 6,712 328,706
Less: Accumulated depreciation and amortization 187,122
$ 141,584
C. NOTE RECEIVABLE FROM AFFILIATE
On December 2, 1993, the Company issued a non-recourse mortgage to an
affiliate for property located in Irving, Texas. The $11,250,000 note
receivable is due on January 1, 2009, and accrues interest at 7.6325%.
Payments of principal and interest are due monthly.
D. TRANSACTIONS WITH AFFILIATED COMPANIES
In connection with its operations, the Company provides services to and
obtains services from affiliated companies. Transactions related to these
services are settled, in the normal course of business, through an
intercompany account with the Company's parent, FMR Corp. The terms of
these transactions may not be the same as those which would otherwise exist
or result from agreements and transactions among unrelated parties.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH
COMPANY)
________

REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research (U.K.) Inc.
(a Wholly-Owned Subsidiary of Fidelity Management & Research
Company):
We have audited the accompanying statement of financial condition of
Fidelity Management & Research (U.K.) Inc. as of December 31, 1993.
This financial statement is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents
fairly, in all material respects, the financial position of Fidelity
Management & Research (U.K.) Inc. as of December 31, 1993, in
conformity with generally accepted accounting principles.

/s/ COOPERS & LYBRAND
COOPERS & LYBRAND

Boston, Massachusetts
January 28, 1994
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH
COMPANY)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________

ASSETS
Investments (market value $3,180,192) $ 2,537,448
Equipment, net of accumulated
depreciation of $859,335 914,770
Accounts receivable from parent 2,806,932
Deferred income taxes 23,520
Total Assets $ 6,282,670

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Subordinated loan $ 1,608,100
Accounts payable to affiliate 1,452,719
Income taxes payable 173,009
Other liabilities 131
Total Liabilities 3,233,959

Stockholder's equity:
Common stock, $1 par value;
authorized 300,000 shares;
issued and outstanding 100 shares 100
Additional paid-in capital 900
Retained earnings 3,047,711
Total Stockholder's Equity 3,048,711
Total Liabilities and Stockholder's Equity $ 6,282,670
The accompanying notes are an integral part
of the statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH
COMPANY)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
________

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF REPORTING
The statement of financial condition is presented in accordance with
United States generally accepted accounting principles. The functional and
reporting currency for Fidelity Management & Research (U.K.) Inc. (the
Company) is the U.S. dollar.
BUSINESS
The Company is a wholly-owned subsidiary of Fidelity Management &
Research Company (the parent). The Company is a registered investment
advisor and provides research and investment advisory services under
subadvisory agreements with its parent. The Company also provides research
advice to the parent and an affiliate pursuant to a research joint venture
agreement. Intercompany transactions are settled during the normal course
of business.
INVESTMENTS
Investments consist of shares held in Fidelity mutual funds and are
carried at the lower of aggregate cost or market. The fair value of
investments is equal to the quoted market price.
EQUIPMENT
Equipment is stated at cost less accumulated depreciation. Depreciation
is computed over the estimated useful lives of the related assets, which
vary from three to five years, using the straight-line method. Maintenance
and repairs are charged to operations when incurred.
SUBORDINATED LOAN
The Company has a subordinated loan payable to its parent and due on
March 31, 1994. The loan is subordinated in all respects to the rights of
senior creditors. Interest is payable annually at a rate of 4.375%.
Repayment or modification of this loan is subject to regulatory
approval.
INCOME TAXES
The Company is included in the consolidated federal income tax return
filed by FMR Corp., the parent Company of Fidelity Management &
Research Company. The Company is allocated a charge by FMR Corp.
representing the sum of the applicable foreign and U.S. statutory income
tax rates.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH
COMPANY)
NOTES TO STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________

A. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES, CONTINUED:
Effective January 1, 1993, FMR Corp. and the Company adopted Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes",
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to
reverse.
Adoption of this statement did not have a material impact on the
Company's financial position.
B. NET CAPITAL REQUIREMENT:
The Company is subject to certain financial regulatory resource rules
which require the Company to maintain a certain level of net capital (as
defined). At December 31, 1993, the minimum net capital requirement of
approximately $422,000 has been satisfied by the Company.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH
COMPANY)
________

REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research (Far East) Inc.
(a Wholly-Owned Subsidiary of Fidelity Management & Research
Company):
We have audited the accompanying statement of financial condition of
Fidelity Management & Research (Far East) Inc. as of December 31, 1993.
This financial statement is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents
fairly, in all material respects, the financial position of Fidelity
Management & Research (Far East) Inc. as of December 31, 1993, in
conformity with generally accepted accounting principles.

/s/ COOPERS & LYBRAND
COOPERS & LYBRAND

Boston, Massachusetts
January 28, 1994

FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH
COMPANY)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________

ASSETS
Cash $ 24,294
Investments (market value $618,049) 569,958
Furniture and equipment, net of
accumulated depreciation of $10,704 642
Prepaid expenses and other assets 143,427
Receivable from parent company 840,906
Total Assets $ 1,579,227
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Payable to affiliate $ 795,567
Income taxes payable 168,646
Total Liabilities 964,213
Stockholder's equity:
Common stock, $1 par value;
authorized 300,000 shares;
issued and outstanding 100 shares 100
Additional paid-in capital 900
Retained earnings 614,014
Total Stockholder's Equity 615,014
Total Liabilities and Stockholder's Equity $ 1,579,227
The accompanying notes are an integral part
of the statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH
COMPANY)
NOTES TO STATEMENT
OF FINANCIAL CONDITION
________

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
Fidelity Management & Research (Far East) Inc. (the Company) is a
wholly-owned subsidiary of Fidelity Management & Research Company (the
parent). The Company is a registered investment advisor and provides
research advice to the parent and an affiliate pursuant to a research joint
venture agreement. Intercompany transactions are settled during the normal
course of business.
INVESTMENTS
Investments consist of shares held in a Fidelity mutual fund and are
carried at the lower of cost or market. The fair value of investments is
equal to the quoted market price.
FURNITURE AND EQUIPMENT
Furniture and equipment are stated at cost less accumulated
depreciation. Depreciation is computed over the estimated useful lives of
the related assets, which vary from three to five years, using the
straight-line method. Maintenance and repairs are charged to operations
when incurred.
INCOME TAXES
The Company is included in the consolidated federal income tax return
filed by FMR Corp., the parent company of Fidelity Management &
Research Company. The Company is allocated a charge by FMR Corp.
representing the sum of the applicable foreign and U.S. statutory income
tax rates.
Effective January 1, 1993, FMR Corp. and the Company adopted Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to
reverse.
Adoption of this statement did not have a material impact on the
Company's financial position.
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
________

INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
We have audited the accompanying consolidated statement of financial
condition of Fidelity International Investment Advisors and subsidiaries as
at June 30, 1993. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statement. We believe
that our audit of the financial statement provides a reasonable basis for
our opinion.
In our opinion, the consolidated statement of financial condition
referred to above presents fairly, in all material respects, the
consolidated financial position of Fidelity International Investment
Advisors as at June 30, 1993, in conformity with accounting principles
generally accepted in the United States of America.

/s/ COOPERS & LYBRAND
COOPERS & LYBRAND
Chartered Accountants

Hamilton, Bermuda
September 3, 1993

FIDELITY INTERNATIONAL INVESTMENT ADVISORS
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
AS AT JUNE 30, 1993
(EXPRESSED IN U.S. DOLLARS)
________

Note $
Reference (000's)

ASSETS
Cash and short-term deposits 1,227
Accounts receivable - trade 462
Accounts receivable - affiliated companies 4,670
Total Assets 6,359

LIABILITIES
Accounts payable 14
Accrued liabilities 388
Total Liabilities 402

SHAREHOLDERS' EQUITY
Capital stock 2 35
Contributed surplus 2,276
2,311
Retained earnings 3,461
Foreign currency translation adjustment 4 185
Total Shareholders' Equity 5,957
6,359

The accompanying notes are an integral part
of the consolidated statement of financial condition.
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
AS AT JUNE 30, 1993
(EXPRESSED IN U.S. DOLLARS)
________

1. SIGNIFICANT ACCOUNTING POLICIES
The consolidated statement of financial condition has been prepared in
accordance with accounting principles generally accepted in the United
States.
BASIS OF CONSOLIDATION
The consolidated statement of financial condition includes the accounts
of Fidelity International Investment Advisors ("the Company") and its
wholly-owned subsidiaries. All significant intercompany transactions and
accounts have been eliminated.
BASIS OF TRANSLATION
Subsidiary assets and liabilities denominated in foreign currencies are
translated into U.S. dollars at year-end exchange rates. Revenue and
expense items are translated at average rates of exchange prevailing during
the year. Gains or losses arising from the translation of subsidiary
financial statements are reflected separately under the caption "Foreign
currency translation adjustment," a special component of equity.
INCOME TAXES
Certain subsidiaries are subject to income taxes in the countries in
which they are domiciled. Current and deferred taxes have been provided for
those subsidiaries based on existing regulations at prevailing rates. The
company is required to adopt Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" in the fiscal year ending June 30,
1994. The effect on the Company's financial condition of adopting this
Statement is not expected to be material.
2. CAPITAL STOCK
Capital Stock consists of the following:
$
(000's)
Authorized
61,000 shares
Class A Common Shares - Voting
(par value $1 per share)
Issued and fully paid
23,011 shares 23
Class B Common Shares - Non-voting
(par value $1 per share)
Issued and fully paid
12,245 shares 12
35

FIDELITY INTERNATIONAL INVESTMENT ADVISORS
NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
AS AT JUNE 30, 1993
(EXPRESSED IN U.S. DOLLARS)
(CONTINUED)
________

3. DIVIDENDS
During the year a dividend distribution totalling $2,236,000 was made.
This dividend consisted of a cash dividend of $45,000 and a distribution of
a subsidiary's shares at their net asset value of $2,191,000.
Subsequent to year end a dividend distribution totalling $557,306 was
made. This dividend consisted of a cash dividend of $10,306 and a
distribution of a subsidiary's shares at their net asset value of
$547,000.
The above distributions of subsidiary shares will not significantly
affect the operations of the company.
4. FOREIGN CURRENCY TRANSLATION ADJUSTMENT
The foreign currency translation adjustment account has decreased by
$509,000 for the year ended June 30, 1993.
5. RELATED PARTY TRANSACTIONS
An advisory fee of $0.6 million was received from an affiliated company
during the year. Advisory services to this affiliate are expected to
continue in 1994.
Expenses amounting to $0.2 million were charged by Fidelity
International Limited, the parent company, and fellow subsidiaries in
respect of the rental of office space and related overhead.
6. CAPITAL REQUIREMENTS
The company is registered under the Hong Kong Securities Ordinance. The
ordinance requires the company to maintain net capital at not less than
$646,000 (HK$ 5 million). At June 30, 1993 the company met the net capital
requirement.
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
AS AT MARCH 31, 1994
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
________

ASSETS
NOTES $
REFERENCE (000'S)
Cash and short-term deposits $ 1,206
Accounts receivable - Trade 2,507
Accounts receivable - Affiliated companies 6,845
Total assets $ 10,558
LIABILITIES
Accounts payable 42
Accrued liabilities 485
Total liabilities 527

SHAREHOLDERS' EQUITY
Capital stock 2 35
Contributed surplus 2,276
2,311
Retained earnings 7,718
Foreign currency translation adjustment 2
Total shareholder's equity 10,031
10,558
The accompanying notes are an integral part of this
consolidated statement of financial position.
FIDELITY INTERNATIONAL INVESTMENT ADVISORS
NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
AS AT MARCH 31, 1994
(EXPRESSED IN U.S. DOLLARS)
(UNAUDITED)
________

1. BASIS OF PRESENTATION
The unaudited consolidated statement of financial condition includes the
accounts of the Company and its wholly-owned subsidiary and has been
prepared in accordance with accounting principles generally accepted in the
United States. The information furnished reflects all adjustments, which
are, in the opinion of management, necessary to present fairly a fair
statement of condition for the interim period and all such adjustments are
of a normal recurring nature.
The accompanying unaudited statement of consolidated financial condition
is presented in accordance with the requirements of interim reporting and
consequently does not include all the disclosures normally required by
generally accepted accounting principles or those normally made in the
Company's annual statement of financial condition; however, the Company
considers the disclosures adequate to make the information presented not
misleading. Reference should be made to the Company's statement of
financial condition for the year ended June 30,1993 for additional
disclosures, including a summary of the company's accounting policies,
which have not changed, except that the Company has adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes'"
during the nine month period ended March 31, 1994. The effect on the
company's financial condition of adopting the standard was not
material.
2. DIVIDENDS
During the year a dividend distribution totalling $557,306 was made.
This dividend consisted of a cash dividend of $10,306 and a distribution of
a subsidiary's shares at their net asset value of $547,000.
The above distribution of subsidiary shares will not significantly
affect the operations of the company.
3. RELATED PARTY TRANSACTIONS
An advisory fee of $0.5 million was received from affiliated companies
during the period.
During the period $1.2 million was paid to affiliated companies for
investment advice, research and other services.
Expenses amounting to $0.2 million were charged by Fidelity
International Limited, the parent company, and fellow subsidiaries in
respect of the rental of office space and related overhead.
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
REPORT OF THE AUDITORS TO THE MEMBERS OF FIDELITY
INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED

We have examined the accompanying statement of financial condition and
accompanying notes (the Statement) of Fidelity International Investment
Advisors (U.K.) Limited (the Company).
The Statement has been prepared for the purposes of filing with the
Securities and Exchange Commission in the United States (the SEC). As
explained in note 1, Basis of Presentation, the Statement has been
extracted from the annual audited financial statements of the Company,
which we have audited in accordance with Auditing Standards, and includes,
in addition, certain information in notes 1 to 3 that is presented solely
for the purpose of filing with the SEC.
In our opinion the information in the Statement, excluding notes 1 and
3, has been properly extracted from the annual audited financial statements
of the Company and the information in notes 1 and 3 has been properly
prepared so that the Statement fairly presents the financial condition of
the Company at June 30, 1993 for the purposes of filing with the SEC.
/s/ COOPERS & LYBRAND
COOPERS & LYBRAND
Chartered Accountants and Registered Auditors

London, United Kingdom
4 May 1994

FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
STATEMENT OF FINANCIAL CONDITION
30 JUNE 1993
(IN THOUSANDS)
________

(British Pounds) $
(000'S) (000'S)
Notes (Note 3)
CURRENT ASSETS - cash 8 1,895 2,831
CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR 5 (101) (151)
NET ASSETS 1,794 2,680

CAPITAL AND RESERVES 42 63
Called up share capital 6 1,134 1,694
Share premium account 618 923
Profit and loss account 1,794 2,680
The accompanying notes 1 to 8 to the statement of financial condition
are an integral part of this financial statement.

FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
NOTES TO STATEMENT OF FINANCIAL CONDITION
________

1. BASIS OF PRESENTATION
The statement of financial position of Fidelity International Investment
Advisors (U.K.) Limited (the Company) has been extracted from the annual
financial statements for the year ended 30 June 1993. The annual financial
statements were prepared under the historical cost convention in accordance
with accounting standards applicable in the United Kingdom and have been
delivered to the Registrar of Companies in the United Kingdom. The auditors
of the Company reported on the annual financial statements; the audit
report issued was unqualified and did not contain a statement under either
Section 237(2) or Section 237 (3) of the Company's Act 1985 regarding
failure to maintain adequate books and records or limitations on audit
scope.
2. BUSINESS
The Company is a wholly-owned subsidiary of Fidelity Investment
Management Limited (the Parent), which is registered in the United Kingdom.
The ultimate holding company is Fidelity International Limited (FIL) which
is incorporated in Bermuda.
The Company's principal activity is the provision of investment
management and advisory services.
The Company is a member of the Investment Management Regulatory
Organisation (IMRO).
3. CONVENIENCE TRANSLATION
The Company maintains its accounts in pounds sterling. The translation
of pounds sterling into U.S. dollars has been made at the 30 June 1993
exchange rate of $1.494 to (British Pounds)1 solely for the convenience of
the reader and is not intended to imply that the pounds sterling amounts
have been or could be readily converted, realised or settled at such
rate.
4. DEFERRED TAXATION
Provision is made for deferred taxation at the rate of U.K. Corporation
Tax that is expected to apply when the timing difference is expected to
reverse (the liability method) to the extent that it is probable that a
liability or asset will crystallise.
5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
(British Pounds) $
(000'S) (000'S)
(NOTE 3)
Amounts owed to parent company 86 129
Other creditors including tax and social security 14 21
Accruals and deferred income 1 1
101 151
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
NOTES TO STATEMENT OF FINANCIAL CONDITION
(CONTINUED)
________

6. SHARE CAPITAL
NUMBER ISSUED,
CALLED UP &
AUTHORISED FULLY PAID
`A' ordinary shares of (British Pounds)0.25 each 160,000 116,600
`B' ordinary shares of (British Pounds)0.25 each 40,000 40,000
`C' ordinary shares of (British Pounds)0.25 each 40,000 10,800
240,000 167,400
NOMINAL VALUE ISSUED, ISSUED,
CALLED UP & CALLED UP &
AUTHORISED FULLY PAID FULLY PAID
(British Pounds) (British Pounds) $
(000'S) (000'S) (000'S)
(NOTE 3)
`A' ordinary shares of (British Pounds)0.25 each 40 29 43
`B' ordinary shares of (British Pounds)0.25 each 10 10 15
`C' ordinary shares of (British Pounds)0.25 each 10 3 5
60 42 63
7. CAPITAL COMMITMENTS
There were no capital commitments as at 30 June 1993.
8. CONTINGENT LIABILITIES
The Company is a member of a group registration for Value Added Tax and
is, with certain members of the Fidelity Investment Management Limited
group, jointly and severally liable for the tax payable under this group
registration.
The Company, along with certain other Fidelity Investment Management
Limited group companies, has entered into an arrangement whereby the
balance on its bank account is subject to a legal set off agreement and is
jointly and severally liable for any liabilities which may arise under this
agreement. At 30 June 1993 the net bank balance on group accounts held
within the arrangement was (British Pounds)1,208,000 ($1,805,000, see Note
3). The Company's ultimate holding company, FIL, has agreed to provide each
subsidiary of the Parent which is a member of IMRO, without recourse to any
such subsidiary, such funds, in a maximum of (British Pounds)20,000,000
($29,880,000 at 30 June 1993, see Note 3), as may be necessary from time to
time to enable each such subsidiary to continue to satisfy the financial
resource requirement under the IMRO Regulations .
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
STATEMENT OF FINANCIAL CONDITION
31 MARCH 1994
(UNAUDITED)
________

(British Pounds) $
(000's) (000's)
Notes (Note 3)
CURRENT ASSETS - cash 5 2,145 3,185
CREDITORS: AMOUNTS FALLING
DUE WITHIN ONE YEAR 3 (318) (472)
NET ASSETS 1,827 2,713

CAPITAL AND RESERVES 42 62
Called up share capital 1,134 1,684
Share premium account 651 967
Profit and loss account 1,827 2,713
The accompanying notes 1 to 5 to the statement of financial condition
form an integral part of this financial statement.

FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
NOTES TO STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
________

1. BASIS OF PRESENTATION
The accompanying unaudited Statement of Financial Condition has been
prepared under the historical cost convention in accordance with accounting
standards applicable in the United Kingdom. The information furnished
reflects all adjustments which are, in the opinion of management, necessary
to present a fair statement of condition for the interim period and all
such adjustments are of a normal recurring nature. The Statement of
Financial Condition is presented in accordance with the requirements of
interim reporting and consequently does not include all the disclosures
normally required by generally accepted accounting principles or those
normally made in the Company's annual Statement of Financial Condition;
however, the Company considers the disclosures adequate to make the
information presented not misleading. Reference should be made to the
Company's Statement of Financial Condition for the year ended 30 June 1993
for additional disclosures, including a summary of the Company's accounting
policies, which have not changed.
2. CONVENIENCE TRANSLATION
The Company maintains its accounts in pounds sterling. The translation
of pounds sterling into U.S. dollars has been made at the 31 March 1994
exchange rate of $1.485 to (British Pounds)1 solely for the convenience of
the reader and is not intended to imply that the pounds sterling amounts
have been or could be readily converted, realised or settled at such
rate.
3. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
(British Pounds) $
(000'S) (000'S)
(NOTE 2)
Amounts owed to parent company 286 425
Other creditors including tax and social security 31 46
Accruals and deferred income 1 1
318 472
FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
NOTES TO STATEMENT OF FINANCIAL CONDITION (UNAUDITED)
(CONTINUED)
________

4. CAPITAL COMMITMENTS
There were no capital commitments as at 31 March 1994.
5. CONTINGENT LIABILITIES
The Company is a member of a group registration for Value Added Tax and
is, with certain members of the Fidelity Investment Management Limited
group, jointly and severally liable for the tax payable under this group
registration.
The Company, along with certain other Fidelity Investment Management
Limited group companies, has entered into an arrangement whereby the
balance on its bank account is subject to a legal set off agreement and is
jointly and severally liable for any liabilities which may arise under this
agreement. At 31 March 1994 the net bank overdraft on group accounts held
within the arrangement was (British Pounds)8,085,000 ($12,006,000, see Note
2). The Company's ultimate holding company, FIL, has agreed to provide each
subsidiary of the Parent which is a member of IMRO, without recourse to any
such subsidiary, such funds, in a maximum of (British Pounds)20,000,000
($29,700,000 at 31 March 1994, see Note 2), as may be necessary from time
to time to enable each such subsidiary to continue to satisfy the financial
resource requirements under the IMRO Regulations.
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
REPORT OF INDEPENDANT ACCOUNTANTS

To the Board of Directors and Stockholder of
Fidelity Investments Japan Limited
(a Wholly-Owned Subsidiary of Fidelity International Limited):
We have audited the accompanying statement of financial condition of
Fidelity Investments Japan Limited ( a wholly-owned subsidiary of Fidelity
International Limited) as of June 30, 1993. Our audit was made in
accordance with auditing standards generally accepted in Japan and,
accordingly, included such tests of the accounting records and such other
auditing procedures as we considered necessary in the circumstances.
In our opinion the statement of financial condition referred to above
presents fairly the financial position of Fidelity Investments Japan
Limited as of June 30, 1993 in conformity with accounting principles
generally accepted in Japan.
/s/ COOPERS & LYBRAND
COOPERS & LYBRAND

Tokyo, Japan
September 10, 1993
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
STATEMENT OF FINANCIAL CONDITION
JUNE 30, 1993
________

ASSETS
Thousands Thousands of
of Yen U.S. Dollars
Cash Yen 62,847 $ 589
Accounts receivable:
Management fees Yen 5,746 54
Fidelity Management & Research Company 106,717 1,001
Other 8,057 75
Investments in securities, at cost 62,300 584
Property and equipment, net 220,336 2,066
Lease and guarantee deposits 411,398 3,857
Notes receivable 44,853 421
Prepaid expenses and other assets 45,159 424
Total assets Yen 967,413 $ 9,071
LIABILITIES
Accounts payable 26,503 249
Accrued expenses 23,832 224
Unearned income from parent company 335,213 3,143
Income taxes payable 11,684 109
Long-term debt 168,213 1,577
Accrued severance benefits 17,615 165
Total liabilities 583,060 5,467
Commitments and contingencies
Common stock Yen50,000 ($469) per value,
authorized 19,200 shares, issued
and outstanding 4,800 shares 240,000 2,250
Retained earnings 144,353 1,354
Total stockholder's equity 384,353 3,604
Total liabilities and stockholder's equity 967,413 9,071
The accompanying notes are an integral part
of this statement.
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
________

A. BASIS OF PRESENTING STATEMENT OF FINANCIAL CONDITION
The accompanying statement of financial condition of Fidelity
Investments Japan Limited (the "Company") has been prepared in accordance
with accounting principles generally accepted in Japan and from the
original financial statements issued fro domestic reporting purposes.
Certain footnotes disclosures have been added and certain accounts
presented in the original balance sheet have been reclassified solely for
the convenience of readers outside Japan.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company provides various consultation services principally for
Fidelity International Limited, the parent company. The Company also
provides investment management and subadvisory services for Japanese
pension and institutional investment funds.
INVESTMENTS IN SECURITIES
Investment securities are carried at cost, determined by the average
method.
INCOME TAXES
Deferred taxes have not been provided for timing differences between
financial and tax reporting.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives of the related
assets using the straight line method. Maintenance and repairs are charged
to operations when incurred. Renewals and betterments of a nature
considered to materially extend the useful life of the related assets are
capitalized.
LUMP-SUM SEVERANCE PLAN
The Company has a lump-sum severance plan for its employees. (See Note
I).
C. UNITED STATES DOLLAR AMOUNTS
The Company maintains its accounting records in yen. The dollar amounts
included in the statement of financial condition and notes thereto
represent the arithmetical results of translating yen to dollars on a basis
of Yen106.65 = US$1, the rate of exchange prevailing at June 30, 1993. The
inclusion of such dollar amounts is solely for the convenience of the
reader and is not intended to imply that yen amounts have been or could be
readily converted, raelized or settlled in dollars at Yen106.65 = US$1 or
at any other rate.
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
(CONTINUED)
________

D. TRANSACTIONS WITH AFFILIATED COMPANIES
In connection with its operations, the Company provides services to and
obtains services from the parent company. In addition, certain research
expenses of the Company are reimbursed by Fidelity Management &
Research Company, an affiliate of the parent company.
E. MARKETABLE EQUITY SECURITIES
The aggregate cost and market value and the unrealized gains and losses
of marketable equity securities as of June 30, 1993 are as follows:
Thousands Thousands of
of Yen U.S. Dollars
Cost Yen 41,300 $ 387
Market value 58,887 552
17,587 165
Unrealized gains 25,916 243
Unrealized losses (8,329) (78)
17,587 165
F. PROPERTY AND EQUIPMENT, NET
At June 30, 1993, property and equipment, at cost, consists of:
Thousands Thousands of
of Yen U.S. Dollars
Equipment (principally computer related) Yen 183,669 $ 1,722
Leasehold improvements 104,178 977
Other office equipment 139,819 1,311
427,666 4,010
Less: accumulated depreciation 207,330 1,944
Yen 220,336 $ 2,066
G. NOTES RECEIVABLE
Notes receivable at June 30, 1993 consist of notes receivable from an
employee of Yen16,595 thousand ($156 thousand) maturing in 2006 and notes
receivable from directors of Yen28,258 thousand ($265 thousand) maturing in
2002 and 2007. These notes receivable bear interests at 1% above the prime
rate.
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
(CONTINUED)
________

H. LONG-TERM DEBT
Long-term debt consists of certain non-interest-bearing loans payable to
the parent company with maturities from 2002 through 2006.
The aggregate annual maturities of the long-term debt are as
follows:
Thousands Thousands of
Fiscal years ending June 30, of Yen U.S. Dollars
1994 Yen 14,238 $ 134
1995 14,112 132
1996 14,288 134
1997 14,451 135
1998 12,601 118
1999 and thereafter 98,523 924
Yen 168,213 $ 1,577
I. ACCRUED SEVERANCE BENEFITS
Employees are entitled to receive lump-sum payments upon termination of
employment. The amount of each payment is determined by whether the
termination is voluntary or involuntary, length of service, and ending rate
of pay as an employee. The accrued severance benefits at June 30, 1993
represent, in accordance with the Japanese tax regulations, 40% of the
amount that would be payable if all employees terminated voluntarily at
that date. Such liability is not funded.
J. COMMITMENTS
The requirements to provide a business security deposit to the Ministry
of Finance has been satisfied by the payment guarantee contract issued by a
bank on behalf of the Company in the amount of Yen25,000 thousand ($234
thousand).
In connection with its office relocation plan, in May 1993 the Company
cancelled lease contracts for certain of its office space and entered into
a new office lease contract. Lease deposits of Yen191,319 thousand ($1,794
thousand) with respect to the old lease contracts are refundable upon
completion of the refurbishment of the old lease space. Annual lease
payments under the new lease contract are approximately Yen90,000 thousand
($844 thousand).
At June 30, 1993, the Company had outstanding contractual obligations
for the construction of new premises with respect to the office relocation
plan aggregating approximately Yen170 million ($1,594 thousand).
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
(CONTINUED)
________

K. SUBSEQUENT EVENT
On July 1, 1993, the Company acquired all of the outstanding shares of
common stock of Fidelity International Investment Advisors (Japan) Limited
(FIIA) from the parent company in exchange for 200 shares of the Company's
common stock.
FIIA had net worth, accounts receivable from the parent company and
total assets as of June 30, 1993 amounting to Yen58,308 thousand ($547
thousand), Yen60,015 ($563 thousand) and Yen63,040 thousand ($591
thousand), respectively.
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
MARCH 31, 1994
________

ASSETS
Thousands Thousands of
of Yen U.S. Dollars
Cash Yen 55,970 $ 545
Accounts receivable:
Management fees 11,982 117
Fidelity Management & Research Company 163,585 1,593
Other 16,696 163
Receivable from parent company
Investment in securities, at cost 62,300 606
Property and equipment, net 237,563 2,313
Lease and guarantee deposits 233,298 2,272
Notes receivable 44,853 437
Prepaid expenses and other assets 32,233 314
Total assets Yen 858,480 $ 8,360
LIABILITIES
Accounts payable 13,852 135
Accrued expenses 26,781 261
Unearned income from parent company 173,480 1,689
Income taxes payable 6,326 62
Long-term debt 156,975 1,528
Accrued severance benefits 19,761 193
Total liabilities 397,175 3,868
Commitments and contingencies
STOCKHOLDER'S EQUITY
Common stock Yen50,000 ($487) par value,
authorized 20,000 shares, issued
and outstanding 5,000 shares 250,000 2,434
Retained earnings 211,305 2,058
Total stockholder's equity 461,305 4,492
Total liabilities and stockholder's equity 858,480 8,360
The accompanying notes are an integral part
of this statement.
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
NOTES TO CONSOLIDATED STATEMENT OF
FINANCIAL CONDITION
________

A. BASIS OF PRESENTING CONSOLIDATED STATEMENT OF FINANCIAL
CONDITION:
The accompanying unaudited consolidated statement of financial condition
of Fidelity Investments Japan Limited (the "Company") includes the accounts
of the Company and its wholly owned subsidiary and has been prepared in
accordance with accounting principles generally accepted in Japan. The
information furnished reflects all adjustments which are, in the opinion of
management, necessary to present a fair statement of condition for the
interim period and all such adjustments are of a normal recurring
nature.
The accompanying unaudited consolidated statement of financial condition
is presented in accordance with the requirements of interim reporting and
consequently does not include all the disclosures normally required by
generally accepted accounting principles or those normally made in the
company's annual statement of financial condition; however, the company
considers the disclosures adequate to make the information presented not
misleading. Reference should be made to the Company's statement of
financial condition for the year ended June 30, 1993 for additional
disclosures, including a summary of the Company's accounting policies,
which have not changed.
B. UNAUDITED STATES DOLLAR AMOUNTS:
The Company maintains its accounting records in yen. The dollar amounts
included in the statement of financial condition and notes thereto
represent the arithmetical results of translating yen to dollars on a basis
of Yen102.7 = US$1, the rate of exchange prevailing at March 31, 1994. The
inclusion of such dollar amounts is solely for the convenience of the
reader and is not intended to imply that yen amounts have been or could be
readily converted, realized or settled in dollars at Yen102.7 = US$1 or at
any other rate.
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
(CONTINUED)
________

C. MARKETABLE EQUITY SECURITIES:
The aggregate cost and market value and the unrealized gains and losses
of marketable equity securities as of March 31, 1994 are as follows:
Thousands Thousands of
of Yen U.S. Dollars
Cost Yen 41,300 $ 402
Market value 62,877 612
21,577 210

Unrealized gains 29,792 290
Unrealized losses (8,215) (80)
Yen 21,577 $ 210
D. PROPERTY AND EQUIPMENT, NET:
At March 31, 1994, property and equipment, at cost, consists of:
Thousands Thousands of
of Yen U.S. Dollars
Leasehold improvements Yen 149,589 $ 1,456
Equipment (principally computer related) 94,075 916
Other office equipment 31,040 302
274,704 2,674
Less: accumulated depreciation 37,141 361
Yen 237,563 $ 2,313
E. NOTES RECEIVABLE:
Notes receivable at March 31, 1994 consist of notes receivable from an
employee of Yen16,595 thousand ($156 thousand) maturing in 2006 and notes
receivable from directors of Yen28,258 thousand ($265 thousand) maturing in
2002 and 2007. These notes receivable bear interest at 1% above the prime
rate.
FIDELITY INVESTMENTS JAPAN LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF
FIDELITY INTERNATIONAL LIMITED)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
(CONTINUED)
________

F. LONG-TERM DEBT:
Long-term debt consists of certain non-interest-bearing loans payable to
the parent company with maturities from 2002 through 2006.
The remaining aggregate annual maturities of the long-term debt are as
follows:
Thousands Thousands of
Fiscal years ending June 30, of Yen U.S. Dollars
1994 Yen 3,000 $ 29
1995 14,112 137
1996 14,288 139
1997 14,451 141
1998 12,601 123
1999 and thereafter 98,523 959
Yen 156,975 $ 1,528
G. COMMITMENTS:
The requirement to provide a business security deposit to the Ministry
of Finance has been satisfied by the payment guarantee contract issued by a
bank on behalf of the Company in the amount of Yen25,000 thousand ($243
thousand).
The Company has annual lease payments of approximately Yen90,000
thousand ($876 thousand) for office space.

EXHIBIT 1
The language to be added to the current contract is
(( underlined )) ; the language to be deleted is set forth in
[brackets].
The proper name of each fund - Fidelity Puritan Fund, Fidelity Balanced
Fund, Fidelity Global Balanced Fund, and Fidelity Low-Priced Stock Fund -
will be inserted in each respective fund's Contract where indicated by
(Name of Portfolio).
The current c ontracts of the funds are substantially similar; the
specific areas that will differ are the Preamble and Section 3 of this Form
of Management Contract Exhibit.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY PURITAN TRUST:
(NAME OF PORTFOLIO)
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
[AGREEMENT] (( MODIFICATION )) made this (Puritan ) [1st
day of January, 1993]; (Balanced ) [29th day of September, 1989];
(Global Balanced ) [14th day of January 1993 ] ;
(Low-Priced Stock ) [1st day of December 1990] (( __ day of
______ )) , 1994, by and between Fidelity Puritan Trust, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), on behalf of (Name
of Portfolio) (hereinafter called the "Portfolio"), and Fidelity Management
& Research Company, a Massachusetts corporation (hereinafter
(Low-Priced Stock only: [sometimes]) called the "Adviser").
FIDELITY BALANCED FUND, FIDELITY GLOBAL BALANCED FUND, AND FIDELITY
LOW-PRICED STOCK FUND ONLY:
(( 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
(Global Balanced ) dated January 14, 1993 ( Low-Priced
Stock ) dated December 1, 1990 ( Balanced ) modified
September 29, 1989 (all Portfolios) to a modification of said
Contract in the manner set forth below. The Modified Management Contract
shall when executed by duly authorized officers of the Fund and the
Adviser, take effect on the later of August 1, 1994 or the first day of the
month following approval. ))
FIDELITY PURITAN FUND ONLY:
Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio and [Fidelity
Management & Research Company] (( the Adviser )) hereby
consent, pursuant to Paragraph 6 of the existing Management Contract [dated
September 29, 1989] (( modified January 1, 1993 )) , to a
modification of said Contract in the manner set forth below. The [Amended]
(( Modified )) Management Contract shall, when executed by duly
authorized officers of the Fund and the Adviser, take effect on the later
of [January 1, 1993] (( August 1, 1994 )) or the first day of
the month following shareholder approval.
ALL PORTFOLIOS:
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 (each portfolio except Global Balanced: [, at its own
expense,]) 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.
FOR FIDELITY PURITAN FUND, FIDELITY BALANCED FUND, AND FIDELITY GLOBAL
BALANCED FUND:
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 (Each portfolio except Global Balanced)
(( monthly )) as soon as practicable after the last day of each
month, (Each portfolio except Global Balanced) (( composed of a Group
Fee and an Individual Fund Fee )) [which shall be computed as
follows].
(Puritan only: [The fee rate shall be composed of two elements.])
(a) [(i)]Group Fee Rate. The Group Fee Rate shall be based upon the
monthly average of the net assets of the registered investment companies
having Advisory and Service or Management Contracts with the Adviser
(computed in the manner set forth in the (Each portfolio except Global
Balanced) [charter of each investment company] (( 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

(for [Over 102] [.3100]
Balanced)

102 - 138 .3100

138 - 174 .3050

(for Global [Over 174] [.3000]
Balanced
and
Puritan)

(All (( 174 - 228 .3000
Portfolios)

228 - 282 .2950

282 - 336 .2900

Ove 336 .2850 ))
r

(b) [(ii)]Individual (Balanced only : [Portfolio] Fund ) Fee
Rate. The Individual Fund Fee Rate shall be (Puritan and Balanced) .20%
(Global Balanced) .45%.
The sum of the Group Fee Rate, calculated as described above to the
nearest millionth, and the Individual (Balanced only : [Portfolio]
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 ( e ach p ortfolio except Global Balanced) Fund's
Declaration of Trust [of the Fund] (( 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. )) ( new to Global Balanced only)
FOR FIDELITY LOW-PRICED STOCK FUND:
3. [Management Fee.] The Adviser will be compensated on the following
basis for the services and facilities to be furnished hereunder. The
Adviser shall receive a monthly management fee, payable monthly as soon as
practicable after the last day of each month, composed of a Basic Fee and a
Performance Adjustment [to the basic fee based upon the investment
performance of the Portfolio in relation to]. (( The Performance
Adjustment is added to or subtracted from the Basic Fee depending on
whether the Portfolio experienced better or worse performance than
)) the Russell 2000 Index of small capitalization stocks (the
"Index"). The [computation of the] Performance Adjustment [will] is not
[be] cumulative. [A positive] (( An increased )) fee [rate]
will [apply] (( result )) even though the performance of the
Portfolio over some period of time shorter than the performance period has
been behind that of the Index, and, conversely, a [negative] ((
reduction in the )) fee [rate] will [apply] (( be made ))
for a month even though the performance of the Portfolio over some period
of time shorter than the performance period has been ahead of that of the
Index. The Basic Fee and the Performance Adjustment will be computed as
follows:
(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the
Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest
millionth decimal place as follows:
(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly
average of the net assets of the registered investment companies having
Advisory and Service or Management Contracts with the Adviser (computed in
the manner set forth in the [charter of each investment company]
(( 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%

[Over] (( 102 - 138 .3100%

138 - 174 .3050%

174 - 228 .3000%

228 - 282 .2950%

282 - 336 .2900%

Over 336 .2850% ))

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.35%.
(b) Basic Fee. One-twelfth of the [annual] Basic Fee Rate shall be
applied to the average of the net assets of the Portfolio (computed in the
manner set forth in [Article 10 of] the Fund's Declaration of Trust [of the
Fund] (( or other organizational document) )) determined as of
the close of business on each business day throughout the month. The
resulting dollar amount comprises the Basic Fee. [This basic fee will be
subject to upward or downward adjustment on the basis of the Portfolio's
investment performance as follows:]
(c) [The] Performance Adjustment Rate: [An adjustment to the monthly
basic fee will be made by applying a performance adjustment rate to the
average net assets of the Portfolio over the performance period. The
resulting dollar figure will be added to or subtracted from the basic fee
depending on whether the Portfolio experienced better or worse performance
than the performance index.] The Performance Adjustment Rate is 0.02% for
each percentage point [rounded to the nearer point (the point higher if
exactly one-half point)] (( (the performance of the Portfolio and the
Index each being calculated to the nearest percentage point) )) that
the Portfolio's investment performance for the performance period was
better or worse than the record of the Index as then constituted. The
maximum performance adjustment rate is 0.20%.
The performance period will commence on December 1, 1990 [ with the
first day of the first full month following shareholder approval of
this Contract ] . During the first eleven months of the [operation of
the Contract] (( performance period for the Portfolio, )) there
will be no performance adjustment. Starting with the twelfth month of
[operation] (( the performance period, )) the performance
adjustment will take effect. Following the twelfth month a new month will
be added to the performance period until the performance period equals 36
months. Thereafter the performance period will consist of the current month
plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first
business day of the performance period with (ii) the closing net asset
value of one share of the Portfolio as of the last business day of such
period. In computing the investment performance of the Portfolio and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains accumulated to the end of such period and
dividends paid out of investment income on the part of the Portfolio, and
all cash distributions of the securities included in the Index, will be
treated as reinvested in accordance with Rule 205-1 or any other applicable
rules under the Investment Advisers Act of 1940, as the same from time to
time may be amended.
(d) Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate will be applied to the average of the net assets of the
Portfolio (computed in the manner set forth in the Fund's Declaration of
Trust [of the Fund] (( or other organizational document) ))
determined as of the close of business on each business day throughout the
month and the performance period. [The resulting dollar amount is added to
or deducted from the basic fee.]
(e) In case of termination of this Contract during any month, the fee for
that month shall be reduced proportionately on the basis of the number of
business days during which it is in effect for that month. The Basic Fee
Rate will be computed on the basis of and applied to net assets averaged
over that month ending on the last business day on which this Contract is
in effect. The amount of this Performance Adjustment to the Basic Fee will
be computed on the basis of and applied to net assets averaged over the
36-month period ending on the last business day on which this Contract is
in effect provided that if this Contract has been in effect less than 36
months, the computation will be made on the basis of the period of time
during which it has been in effect.
ALL PORTFOLIOS:
4. It is understood that the Portfolio will pay all its expenses ,
which expenses payable by the Portfolio shall include, without limitation,
(i) interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
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,
(Balanced) [1990] ; (Puritan and Global Balanced) [1993] (Fidelity
Low-Priced Stock Fund) [1991] 1995 and indefinitely thereafter, but only so
long as the continuance after such date shall be specifically approved at
least annually by vote of the Trustees of the Fund or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust
(( or other organizational document )) and agrees that the
obligations assumed by the Fund pursuant to this Contract shall be limited
in all cases to the Portfolio and its assets, and the Adviser shall not
seek satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio or any other Portfolios of the Fund. In
addition, the Adviser shall not seek satisfaction of any such obligations
from the Trustees or any individual Trustee. The Adviser understands that
the rights and obligations of any Portfolio under the Declaration of Trust
(all Portfolios except Global Balanced) (( 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. )) ( new to
all Portfolios except Global Balanced)
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 2
FORM OF DISTRIBUTION AND SERVICE PLAN
OF FIDELITY PURITAN TRUST:
FIDELITY BALANCED FUND
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940 (the "Act") of Fidelity
Balanced Fund (the "Portfolio"), a series of shares of Fidelity Puritan
Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement with respect
to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest ("shares").
Under the agreement, the Distributor pays the expenses of printing and
distributing any prospectuses, reports and other literature used by the
Distributor, advertising, and other promotional activities in connection
with the offering of shares of the Portfolio for sale to the public. It is
understood that the Adviser may reimburse the Distributor for these
expenses from any source available to it, including management fees paid to
it by the Portfolio.
3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Portfolio, processing shareholder transactions and providing such other
shareholder services as the Fund may reasonably request.
4. The Portfolio will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized that
the Portfolio presently pays, and will continue to pay, a management fee to
the Adviser. To the extent that any payments made by the Portfolio to the
Adviser, including payment of management fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale
of shares of the Portfolio within the context of Rule 12b-1 under the Act,
then such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of Trustees who are not "interested persons"
of the Fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31, 1995, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Portfolio to finance any
activity primarily intended to result in the sale of shares of the
Portfolio, to increase materially the amount spent by the Portfolio for
distribution, or any amendment of the Management Contract to increase the
amount to be paid by the Portfolio thereunder shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Portfolio, and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence
in this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio.
8. During the existence of this Plan, the Fund shall require the Adviser
and/or Distributor to provide the Fund, for review by the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of shares of the Portfolio (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust or other organizational document, any
obligations assumed by the Portfolio pursuant to this Plan and any
agreements related to this Plan shall be limited in all cases to the
Portfolio and its assets, and shall not constitute obligations of any other
series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
EXHIBIT 3
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
The proper name of each fund - Fidelity Balanced Fund, Fidelity Puritan
Fund, and Fidelity Low-Priced Stock Fund will be inserted in each
respective fund's contract where indicated by (Name of Portfolio).
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
AND
FIDELITY PURITAN TRUST ON BEHALF OF (NAME OF PORTFOLIO)
AGREEMENT made this (Low-Priced Stock) [1st day of December, 1990]
(Balanced and Puritan) [1st day of August, 1989] __ day of ____, 1994, by
and between [Fidelity Management & Research (Far East) Inc.]
(( Fidelity Management & Research Company, )) a
Massachusetts corporation with principal offices at 82 Devonshire Street,
Boston, Massachusetts (hereinafter called the ["Sub-Adviser"]
(( "Advisor") )) ; [and] Fidelity Management & Research
[Company, a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts] (Far East) Inc. (hereinafter
called the ["Adviser"] " (( Sub-Advisor"); and Fidelity Puritan Trust,
a Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Trust") on behalf of (Name
of Portfolio) (hereinafter called the "Portfolio"). ))
WHEREAS (( the Trust and )) the Advisor [has] have entered
into a Management Contract [with Fidelity Puritan Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Fund"),] on behalf of [(Name of
Portfolio) (hereinafter called the "Portfolio")] (( the
Portfolio )) , pursuant to which the Advisor is to act as investment
[adviser] (( manager )) of the Portfolio; and
WHEREAS the Sub-Advisor (( and its subsidiaries and other affiliated
persons )) [has] have personnel in [ Asia and the Pacific
Basin ] (( various locations throughout the world and [was] have
been formed in part )) for the purpose of researching and compiling
information and recommendations with respect to the economies of various
countries, [and issuers located outside of North America, principally in
Asia and the Pacific Basin .] (( and securities of issuers
located in such countries, and providing investment advisory services in
connection therewith; ))
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
(( 1. Duties: The Advisor may, in its discretion, appoint the
Sub-Advisor to perform one or more of the following services with respect
to all or a portion of the investments of the Portfolio. The services and
the portion of the investments of the Portfolio to be advised or managed by
the Sub-Advisor shall be as agreed upon from time to time by the Advisor
and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
(a) Investment Advice: [The Sub-Adviser shall act as an investment
consultant to the Adviser and] If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the Portfolio
and the Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice )) shall furnish
(( the Portfolio and )) the Advisor such factual information,
research reports and investment recommendations [relating to non-U.S.
issuers of securities located in, and the economies of, various countries
outside of the U.S. all] as the Advisor may reasonably require. Such
information may include written and oral reports and analyses.
(( (b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor,
manage all or a portion of the investments of the Portfolio in accordance
with the investment objective, policies and limitations provided in the
Portfolio's Prospectus or other governing instruments, as amended from time
to time, the Investment Company Act of 1940 (the "1940 Act") and rules
thereunder, as amended from time to time, and such other limitations as the
Trust or Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to
the extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the Sub-Advisor shall at all times
be subject to the control and direction of the Advisor and the Trust's
Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all
orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and/or to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor has with respect to accounts over
which it exercises investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
[(2)](a) INVESTMENT ADVISORY FEE )) : [The Sub-Adviser will be
compensated by the Adviser on the following basis for the services to be
furnished hereunder:] (( For services provided under subparagraph (a)
of paragraph 1 of this Agreement, )) the Advisor agrees to pay the
Sub-Advisor a monthly (( Sub-Advisory Fee. The Sub-Advisory Fee shall
be )) equal to 105% of the Sub-Advisor's costs incurred in connection
with [the] (( rendering the services referred to in subparagraph (a)
of paragraph 1 of this )) Agreement [, said costs to be determined in
relation to the assets of the Portfolio that benefit from the services of
the Sub-Adviser]. (( The Sub-Advisory Fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Advisor, if any, in
effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers or
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1) for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
[3]6. Interested Persons: )) It is understood that Trustees,
officers, and shareholders of the [Fund] Trust are or may be or become
interested in the Advisor [and] or the Sub-Advisor as directors, officers
or otherwise and that directors, officers and stockholders of the Advisor
[and] or the Sub-Advisor are or may be or become similarly interested in
the Trust, and that the Advisor or the Sub-Advisor may be or become
interested in the [Fund] Trust as a shareholder or otherwise.
[4. The Sub-Adviser shall for all purposes be an independent contractor
and not an agent or employee of the Adviser or the Fund. The Sub-Adviser
shall have no authority to act for, represent, bind or obligate the Adviser
or the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Portfolio.]
[5] (( 7. Services to Other Companies or Accounts: )) The
services of the Sub-Advisor to the Advisor are not to be deemed to be
exclusive, the Sub-Advisor being free to render services to others and
engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a
material manner, with the Sub-Advisor's ability to meet all of its
obligations hereunder. (( The Sub-Advisor shall for all purposes be
an independent contractor and not an agent or employee of the Advisor or
the Trust.
8. Standard of Care: )) In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, the Trust or to any shareholder of the
Portfolio for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
[6] (( 9. Duration and Termination of Agreement; Amendments:
))
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph [6]9, this Agreement shall continue in force until July 31,
(Low-Priced Stock) [1991] ; (Balanced and Puritan) [1990]
(( 1995 )) and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph [6]9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
[7] (( 10. Limitation of Liability: )) The Sub-Advisor is
hereby expressly put on notice of the limitation of shareholder liability
as set forth in the Declaration of Trust (( or other organizational
document )) of the [Fund] (( Trust )) and agrees that any
obligations of the [Fund] Trust or the Portfolio arising in connection with
this Agreement shall be limited in all cases to the Portfolio and its
assets, and the Sub-Advisor shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Portfolio. Nor
shall the Sub-Advisor seek satisfaction of any such obligation from the
Trustees or any individual Trustee.
(( 11. Governing Law: This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof. ))
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
[Investment Company Act of] 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 4
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
The proper name of each fund - Fidelity Balanced Fund, Fidelity Puritan
Fund, and Fidelity Low-Priced Stock Fund will be inserted in each
respective fund's contract where indicated by (Name of Portfolio).
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
AND
FIDELITY PURITAN TRUST ON BEHALF OF (NAME OF PORTFOLIO)
AGREEMENT made this (Low-Priced Stock) [1st day of December, 1990] ;
(Balanced and Puritan) [1st day of August, 1989] __ day of ____, 1994, by
and between [Fidelity Management & Research (U.K.) Inc.]
(( Fidelity Management & Research Company )) , a
Massachusetts corporation with principal offices at 82 Devonshire Street,
Boston, Massachusetts (hereinafter called the ["Sub-Adviser"] "Advisor");
[and] Fidelity Management & Research [Company, a Massachusetts
corporation with principal offices at 82 Devonshire Street, Boston,
Massachusetts] (U.K.) Inc. (hereinafter called the ["Adviser"]
(( "Sub-Advisor"); and Fidelity Puritan Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust") on behalf of (Name of Portfolio)
(hereinafter called the "Portfolio"). ))
WHEREAS (( the Trust and t )) he Advisor [has] have entered
into a Management Contract [with Fidelity Puritan Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Fund"),] on behalf of [(Name of
Portfolio) (hereinafter called the "Portfolio")] (( the
Portfolio )) , pursuant to which the Advisor is to act as investment
[adviser] manager of the Portfolio; and
WHEREAS the Sub-Advisor (( and its subsidiaries and other affiliated
persons [has] have personnel in [ Western Europe] various locations
throughout the world and [was] have been formed in part )) for the
purpose of researching and compiling information and recommendations with
respect to the economies of various countries, [and issuers located outside
of North America, principally in Western Europe.] (( and securities
of issuers located in such countries, and providing investment advisory
services in connection therewith; ))
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
(( 1. Duties: The Advisor may, in its discretion, appoint the
Sub-Advisor to perform one or more of the following services with respect
to all or a portion of the investments of the Portfolio. The services and
the portion of the investments of the Portfolio to be advised or managed by
the Sub-Advisor shall be as agreed upon from time to time by the Advisor
and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
(a) Investment Advice: [The Sub-Adviser shall act as an investment
consultant to the Adviser and] If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the Portfolio
and the Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and )) the Advisor such factual information, research reports and
investment recommendations [relating to non-U.S. issuers of securities
located in, and the economies of, various countries outside of the U.S.
all] as the Advisor may reasonably require. Such information may include
written and oral reports and analyses.
(( (b) INVESTMENT MANAGEMENT: If and to the extent requested by the
Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor,
manage all or a portion of the investments of the Portfolio in accordance
with the investment objective, policies and limitations provided in the
Portfolio's Prospectus or other governing instruments, as amended from time
to time, the Investment Company Act of 1940 (the "1940 Act") and rules
thereunder, as amended from time to time, and such other limitations as the
Trust or Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to
the extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the Sub-Advisor shall at all times
be subject to the control and direction of the Advisor and the Trust's
Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all
orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and/or to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor has with respect to accounts over
which it exercises investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
[(2)](a) INVESTMENT ADVISORY FEE: )) [The Sub-Adviser will be
compensated by the Adviser on the following basis for the services to be
furnished hereunder:] (( For services provided under subparagraph (a)
of paragraph 1 of this Agreement, )) the Advisor agrees to pay the
Sub-Advisor a monthly (( Sub-Advisory Fee. The Sub-Advisory Fee shall
be )) equal to 110% of the Sub-Advisor's costs incurred in connection
with [the] (( rendering the services referred to in subparagraph (a)
of paragraph 1 of this )) Agreement [, said costs to be determined in
relation to the assets of the Portfolio that benefit from the services of
the Sub-Adviser]. (( The Sub-Advisory Fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Advisor, if any, in
effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers or
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1) for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
[3]6. Interested Persons: )) It is understood that Trustees,
officers, and shareholders of the [Fund] Trust are or may be or become
interested in the Advisor [and] or the Sub-Advisor as directors, officers
or otherwise and that directors, officers and stockholders of the Advisor
[and] or the Sub-Advisor are or may be or become similarly interested in
the Trust, and that the Advisor or the Sub-Advisor may be or become
interested in the [Fund] Trust as a shareholder or otherwise.
[4. The Sub-Adviser shall for all purposes be an independent contractor
and not an agent or employee of the Adviser or the Fund. The Sub-Adviser
shall have no authority to act for, represent, bind or obligate the Adviser
or the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Portfolio.]
[5] (( 7. Services to Other Companies or Accounts: )) The
services of the Sub-Advisor to the Advisor are not to be deemed to be
exclusive, the Sub-Advisor being free to render services to others and
engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a
material manner, with the Sub-Advisor's ability to meet all of its
obligations hereunder. (( The Sub-Advisor shall for all purposes be
an independent contractor and not an agent or employee of the Advisor or
the Trust.
8. Standard of Care: )) In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be
subject to liability to the Advisor, the Trust or to any shareholder of the
Portfolio for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
[6] (( 9. Duration and Termination of Agreement; Amendments:
))
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph [6]9, this Agreement shall continue in force until July 31,
(Low-Priced Stock) [1991] ; (Balanced and Puritan) [1990]
(( 1995 )) and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph [6]9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
[7] (( 10. Limitation of Liability: )) The Sub-Advisor is
hereby expressly put on notice of the limitation of shareholder liability
as set forth in the Declaration of Trust (( or other organizational
document of the [Fund] Trust )) and agrees that any obligations of
the [Fund] Trust or the Portfolio arising in connection with this Agreement
shall be limited in all cases to the Portfolio and its assets, and the
Sub-Advisor shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor
seek satisfaction of any such obligation from the Trustees or any
individual Trustee.
(( 11. Governing Law: This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions
thereof. ))
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
[Investment Company Act of] 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
The following table illustrates the effect that approval of proposal 11
will have on Fidelity Balanced Fund's investment policies. Fundamental
policies can be changed only with the consent of shareholders, while
non-fundamental policies can be changed or eliminated without shareholder
approval. Please refer to the proposal itself for the details of these
changes.
Current Fundamental Investment Policies
1. FMR, the fund's manager, will normally invest the fund's assets in a
broad array of securities, diversified not only in terms of companies and
industries, but also in terms of types of securities, including bonds and
preferred stocks as well as common stocks
2. The proportions invested in each type of security change from time to
time in accordance with FMR's interpretation of economic conditions and
underlying security values.
3. At least 25% of the fund's total assets will always be invested in
fixed-income senior securities, including debt securities and preferred
stocks.
4. The fund will only buy debt securities that are rated Baa or higher by
Moody's Investors Service, Inc. (Moody's) or BBB or higher by Standard
& Poor's Corporation (S&P), although it may invest in unrated debt
securities if they are judged by FMR to be of equivalent quality.
5. When, in FMR's judgment, market conditions warrant, the fund may make
substantial temporary investments in high quality debt securities,
commercial paper, and obligations of banks and the U.S. government for
defensive purposes.
Proposed Non-Fundamental Investment Policies
1 . At least 25% of the fund's total assets will always be invested
in fixed-income senior securities, including debt securities and preferred
stocks.
2 . The fund will only buy debt securities that are rated Baa or
higher by Moody's Investors Service, Inc. (Moody's) or BBB or higher by
Standard & Poor's Corporation (S&P), although it may invest in
unrated debt securities if they are judged by FMR to be of equivalent
quality.
3 . The fund also reserves the right to invest without limitation
in investment-grade debt instruments for temporary, defensive purposes.
EXHIBIT 6
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS
(A)
RATIO OF RATIO OF NET
ADVISORY FEES ADVISORY FEES
TO AVERAGE TO AVERAGE RATIO OF
AVERAGE NET ASSETS NET ASSETS EXPENSES TO
INVESTMENT FISCAL NET ASSETS PURSUANT TO PAID AVERAGE NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) ADVISORY CONTRACT TO FMR
(B) ASSETS (B)
GROWTH AND INCOME
Market Index 4/30/93 $ 265.2 0.45% 0.44% 0.44%
Fidelity Fund (3) 6/30/93# 1,398.0 0.42(dagger) 0.42(dagger) 0.66(dagger)
Balanced (3) 7/31/93 2,154.5 0.53 0.53 0.93
Dividend Growth (3) 7/31/93** 9.2 0.62(dagger) -- 2.50(dagger)
Global Balanced (1) 7/31/93** 35.7 0.77(dagger) 0.77(dagger) 2.12(dagger)
Growth & Income 7/31/93 5,195.4 0.53 0.53 0.83
Puritan (3) 7/31/93 6,319.2 0.47 0.47 0.74
Advisor Income &
Growth 10/31/93 870.1 0.53 0.53 1.51
International Growth
& Income (2) 10/31/93 301.5 0.77 0.77 1.52
Advisor Equity
Portfolio Income (3) 11/30/93 19.1 0.50 0.50 1.77
Advisor Institutional
Equity Portfolio
Income (3) 11/30/93 167.8 0.50 0.50 0.79
Convertible Securities (3) 11/30/93 782.6 0.53 0.53 0.92
Equity -Income II (3) 11/30/93 3,544.3 0.53 0.53 0.88
Variable Insurance
Products:
Equity-Income 12/31/93 952.1 0.53 0.53 0.62
Equity-Income (3) 1/31/94 6,040.5 0.38 0.38 0.66
Real Estate (3) 1/31/94 417.9 0.63 0.63 1.13
Utilities Income (3) 1/31/94 1,394.4 0.53 0.53 0.86
U.S. Equity Index 2/28/94 1,647.0 0.28 -- 0.28
ASSET ALLOCATION
Asset Manager 9/30/93 4,704.2 0.72 0.72 1.09
Asset Manager:
Growth (3)(4) 9/30/93 566.0 0.73 0.63 1.19
Asset Manager:
Income (3)(4) 9/30/93 79.1 0.44 -- 0.65
Variable Insurance
Products II:
Asset Manager (3) 12/31/93 1,432.9 0.72 0.72 0.88
Index 500 12/31/93 20.8 0.28 -- 0.28
GROWTH
RATIO OF RATIO OF NET
ADVISORY FEES ADVISORY FEES
TO AVERAGE TO AVERAGE RATIO OF
AVERAGE NET ASSETS NET ASSETS EXPENSES
TO
INVESTMENT FISCAL NET ASSETS PURSUANT TO PAID AVERAGE
NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) ADVISORY CONTRACT TO FMR
(B)
ASSETS (B)
Magellan (3) 3/31/93 21,506.4 0.75 0.75 1.00
Small Cap Stock 4/30/94** 547.2 0.68(dagger) 0.68(dagger) 1.19(dagger)
Fidelity Fifty (3) 6/30/94** $ 40.3 0.63%(dagger) 0.63%(dagger)
1.85%(dagger)
Blue Chip Growth 7/31/93 589.5 0.72 0.72 1.25
Low-Priced Stock (3) 7/31/93 2,048.8 0.76 0.76 1.12
OTC Portfolio 7/31/93 1,202.7 0.74 0.74 1.08
Advisor Strategic
Opportunities (3) 9/30/93 219.2 0.54 0.54 1.57
Destiny I 9/30/93# 2,920.5 0.60(dagger) 0.60(dagger) 0.65(dagger)
Destiny II 9/30/93# 1,100.8 0.71(dagger) 0.71(dagger) 0.84(dagger)
Strategic
Opportunities (3) 9/30/93 19.2 0.54 0.54 0.89
Advisor Global
Resources (3) 10/31/93 14.4 0.77 0.77 2.62
Advisor Growth
Opportunities 10/31/93 1,204.5 0.68 0.68 1.64
Advisor Overseas (2) 10/31/93 65.5 0.77 0.77 2.30
Canada (2) 10/31/93 61.1 0.86 0.86 2.00
Capital Appreciation (3) 10/31/93 1,139.1 0.48 0.48 0.86
Disciplined Equity (3) 10/31/93 622.1 0.70 0.70 1.09
Diversified
International (2) 10/31/93 119.1 0.73 0.73 1.47
Emerging Markets (2) 10/31/93 144.4 0.77 0.77 1.91
Europe (2) 10/31/93 488.3 0.64 0.64 1.25
Europe Capital
Appreciation 10/31/94** 87.9 0.77(dagger) 0.61(dagger) 1.72(dagger)
Japan (1) 10/31/93 98.4 0.77 0.77 1.71
Latin America (2) 10/31/93** 114.6 0.77(dagger) 0.77(dagger) 1.94(dagger)
Overseas (2) 10/31/93 1,025.1 0.77 0.77 1.27
Pacific Basin (1) 10/31/93 251.2 0.80 0.80 1.59
Southeast Asia (1) 10/31/93** 139.3 0.77(dagger) 0.71(dagger) 2.00(dagger)
Stock Selector (3) 10/31/93 459.7 0.71 0.71 1.10
Value (3) 10/31/93 1,100.8 0.72 0.72 1.11
Worldwide (2) 10/31/93 148.9 0.78 0.78 1.40
Advisor Equity
Portfolio Growth (3) 11/30/93 176.0 0.66 0.66 1.84
Advisor Institutional
Equity Portfolio
Growth (3) 11/30/93 226.7 0.66 0.66 0.94
Emerging Growth (3) 11/30/93 620.6 0.80 0.80 1.19
Growth Company (3) 11/30/93 2,119.8 0.75 0.75 1.07
New Millennium 11/30/93** 187.5 0.68(dagger) 0.68(dagger) 1.32(dagger)
Retirement Growth (3) 11/30/93 2,404.1 0.76 0.76 1.05
Congress Street 12/31/93 63.4 0.46 0.46 0.61
Contrafund (3) 12/31/93 $ 4,138.1 0.69% 0.69% 1.06%
Exchange 12/31/93 187.7 0.54 0.54 0.57
Trend (3) 12/31/93 1,296.7 0.65 0.65 0.92
Variable Insurance
Products:
Growth 12/31/93 1,016.0 0.63 0.63 0.71
Overseas (2) 12/31/93 398.7 0.77 0.77 1.03
Select Portfolios:
Air Transportation (3) 2/28/94 17.8 0.63 0.63 2.31
American Gold 2/28/94 313.4 0.63 0.63 1.49
Automotive (3) 2/28/94 133.8 0.63 0.63 1.68
Biotechnology (3) 2/28/94 549.9 0.63 0.63 1.61
Brokerage and Investment
Management (3) 2/28/94 69.3 0.63 0.63 1.77
Chemicals (3) 2/28/94 27.4 0.63 0.63 1.93
Computers (3) 2/28/94 41.2 0.63 0.63 1.89
Construction and
Housing (3) 2/28/94 42.1 0.63 0.63 1.66
Consumer Products (3) 2/28/94 9.0 0.63 0.49 2.48
Defense and
Aerospace (3) 2/28/94 4.6 0.63 -- 2.53
Developing
Communications (3) 2/28/94 177.0 0.63 0.63 1.56
Electronics (3) 2/28/94 54.3 0.63 0.63 1.67
Energy (3) 2/28/94 126.1 0.63 0.63 1.66
Energy Service (3) 2/28/94 94.0 0.63 0.63 1.65
Environmental
Services (3) 2/28/94 56.6 0.63 0.63 2.03
Financial Services (3) 2/28/94 168.8 0.62 0.62 1.63
Food and Agriculture (3) 2/28/94 110.1 0.62 0.62 1.64
Health Care (3) 2/28/94 552.3 0.63 0.63 1.55
Home Finance (3) 2/28/94 224.4 0.63 0.63 1.58
Industrial Equipment (3) 2/28/94 58.2 0.63 0.63 1.68
Industrial Materials (3) 2/28/94 33.8 0.64 0.64 2.08
Insurance (3) 2/28/94 22.4 0.63 0.63 1.93
Leisure (3) 2/28/94 88.1 0.63 0.63 1.53
Medical Delivery (3) 2/28/94 105.8 0.63 0.63 1.79
Multimedia (3) (5) 2/28/94 62.8 0.63 0.63 1.63
Natural Gas (3) 2/28/94** 45.1 0.63(dagger) 0.63(dagger) 1.93(dagger)
Paper and Forest
Products (3) 2/28/94 27.0 0.64 0.64 2.07

Precious Metals and
Minerals (3) 2/28/94 $ 378.4 0.63% 0.63% 1.55%
Regional Banks (3) 2/28/94 201.0 0.62 0.62 1.60
Retailing (3) 2/28/94 57.7 0.62 0.62 1.83
Software and Computer
Services (3) 2/28/94 172.2 0.63 0.63 1.57
Technology (3) 2/28/94 163.4 0.63 0.63 1.54
Telecommunications (3) 2/28/94 353.3 0.63 0.63 1.53
Transportation (3) 2/28/94 10.5 0.63 0.63 2.39
Utilities (3) 2/28/94 310.9 0.63 0.63 1.35
CURRENCY PORTFOLIOS
Deutsche Mark
Peformance, L.P. 12/31/93 8.4 0.50 -- 1.50
Sterling
Performance, L.P. 12/31/93 3.0 0.50 -- 1.50
Yen Performance, L.P. 12/31/93 4.0 0.50 -- 1.50
INCOME
Capital & Income (3) 4/30/93 1,771.1 0.54 0.54 0.91
Intermediate Bond (3) 4/30/93 1,434.0 0.32 0.27 0.61
Investment Grade Bond (3) 4/30/93 1,049.6 0.37 0.37 0.68
Short-Term Bond (3) 4/30/93 1,634.8 0.47 0.47 0.77
Spartan Government
Income 4/30/93 491.8 0.65 0.65 0.65
Spartan High Income 4/30/93 470.8 0.70 0.70 0.70
Spartan Short-Intermediate
Government 4/30/93 23.5 0.65 0.02 0.02
The North Carolina Capital
Management Trust:
Term Portfolio 6/30/93 83.4 0.41 0.41 0.41
Ginnie Mae 7/31/93 953.2 0.47 0.47 0.80
Mortgage Securities 7/31/93 428.9 0.47 0.47 0.76
Spartan Limited Maturity
Government 7/31/93 1,653.7 0.65 0.65 0.65
Spartan Ginnie Mae 8/31/93 766.9 0.65 0.41 0.41
Government Securities 9/30/93** 616.6 0.47(dagger) 0.47(dagger)
0.69(dagger)
Short-Intermediate
Government 9/30/93 167.6 0.47 0.18 0.61
Spartan Investment
Grade Bond (3) 9/30/93 59.1 0.65 0.65 0.65
Spartan Short-Term
Income (3) 9/30/93 547.0 0.65 0.20 0.20

Advisor Government
Investment 10/31/93 $ 40.8 0.46% --% 0.68%
Advisor High Yield 10/31/93 299.1 0.51 0.51 1.11
Advisor Short Fixed
Income 10/31/93 359.6 0.47 0.47 0.95
Advisor Institutional
Limited Term Bond 11/30/93 174.3 0.42 0.42 0.64
Advisor Limited
Term Bond 11/30/93 22.5 0.42 0.42 1.23
Institutional Short-
Intermediate
Government 11/30/93 255.2 0.45 0.45 0.45
Global Bond (2) 12/31/93 434.1 0.71 0.71 1.17
New Markets Income (2) 12/31/93** 114.6 0.71(dagger) 0.28(dagger)
1.24(dagger)
Short-Term World
Income (2) 12/31/93 400.1 0.62 0.62 1.00
Spartan Bond
Strategist (3) 12/31/93** 15.4 0.70(dagger) 0.70(dagger) 0.70(dagger)
Variable Insurance
Products:
High Income 12/31/93 343.1 0.51 0.50 0.64
Variable Insurance
Products II:
Investment Grade
Bond 12/31/93 98.9 0.47 0.47 0.68
Spartan Long-Term
Government Bond 1/31/94 85.8 0.65 0.65 0.65
U.S. Bond Index 2/28/94 190.2 0.32 -- 0.32
MONEY MARKET
Institutional Cash:
Domestic Money
Market (4) 3/31/93 768.4 0.20 0.12 0.18
Money Market (4) 3/31/93 5,033.1 0.20 0.15 0.18
U.S. Government (4) 3/31/93 6,305.4 0.20 0.14 0.18
U.S. Treasury (4) 3/31/93 2,683.0 0.20 0.15 0.18
U.S. Treasury II (4) 3/31/93 7,014.6 0.20 0.15 0.18
Spartan Money Market (4) 4/30/93 4,841.1 0.30 0.30 0.30
Spartan U.S. Government
Money Market (4) 4/30/93 1,204.8 0.55 0.45 0.45
The North Carolina
Capital Management Trust:
Cash Portfolio (4) 6/30/93 1,538.3 0.38 0.38 0.39
Daily Money Fund:
Capital Reserves:
Money Market (4) 7/31/93 $ 443.3 0.50% 0.31% 0.95%
U.S. Government
Money Market (4) 7/31/93 269.5 0.50 0.38 0.95
Money Market (4) 7/31/93 1,554.7 0.50 0.50 0.61
U.S. Treasury (4) 7/31/93 2,841.7 0.50 0.50 0.57
U.S. Treasury
Income (4) 7/31/93 1,166.9 0.42 0.20 0.20
Spartan U.S. Treasury
Money Market (4) 7/31/93 2,138.9 0.55 0.42 0.42
Daily Income Trust (4) 8/31/93 2,302.8 0.30 0.30 0.57
Money Market Trust:
Domestic Money
Market (4) 8/31/93 690.3 0.42 0.42 0.42
Retirement Government
Money Market (4) 8/31/93 1,338.8 0.42 0.42 0.42
Retirement Money
Market (4) 8/31/93 1,661.1 0.42 0.42 0.42
U.S. Government (4) 8/31/93 297.5 0.42 0.42 0.42
U.S. Treasury (4) 8/31/93 181.5 0.42 0.42 0.42
U.S. Government
Reserves (4) 9/30/93 1,139.5 0.43 0.43 0.73
Cash Reserves (4) 11/30/93 9,761.4 0.14 0.13 0.48
State and Local Asset
Management Series:
Government Money
Market (4) 11/30/93 844.5 0.43 0.43 0.43
Variable Insurance
Products:
Money Market (4) 12/31/93 307.3 0.14 0.13 0.22
Select Money Market (4) 2/28/94 462.6 0.13 0.13 0.72
TAX-EXEMPT INCOME
Institutional Tax-
Exempt Cash (4) 5/31/93 2,517.7 0.20 0.14 0.18
Daily Money Fund:
Capital Reserves:
Municipal Money
Market (4) 7/31/93 91.7 0.50 0.22 0.95
Spartan Aggressive
Municipal 8/31/93** 6.4 0.60(dagger) 0.60(dagger) 0.60(dagger)

Spartan Intermediate
Municipal 8/31/93** $ 82.6 0.55%(dagger) -% -%
Spartan Maryland Municipal
Income 8/31/93** 13.4 0.55(dagger) -- --
Spartan Municipal
Income 8/31/93 869.8 0.55 0.47 0.47
Spartan Municipal
Money Market (4) 8/31/93 1,561.2 0.50 0.27 0.27
Spartan Short-
Intermediate
Municipal 8/31/93# 819.9 0.55(dagger) 0.55(dagger) 0.55(dagger)
Advisor High Income
Municipal 10/31/93 316.4 0.42 0.42 0.92
Daily Tax-Exempt
Money (4) 10/31/93 504.9 0.50 0.50 0.61
Spartan New Jersey
Municipal Money
Market (4) 10/31/93 329.1 0.50 0.44 0.44
Tax-Exempt Money
Market Trust (4) 10/31/93 2,789.6 0.27 0.27 0.49
Advisor Institutional
Limited Term
Tax-Exempt 11/30/93 22.1 0.42 0.24 0.65
Advisor Limited
Term Tax-Exempt 11/30/93 15.4 0.42 -- 0.90
Connecticut Municipal
Money Market (4) 11/30/93 300.3 0.42 0.42 0.61
High Yield Tax-Free 11/30/93 2,161.9 0.42 0.42 0.56
New Jersey Tax-Free
Money Market (4) 11/30/93 357.5 0.42 0.42 0.63
Spartan Connecticut
Municipal:
High Yield 11/30/93 450.4 0.55 0.55 0.55
Money Market (4) 11/30/93 128.5 0.50 0.24 0.24
Spartan Florida Municipal:
Income 11/30/93 377.5 0.55 0.25 0.25
Money Market (4) 11/30/93 204.4 0.50 0.18 0.18
Spartan New Jersey
Municipal High Yield 11/30/93 399.2 0.55 0.55 0.55
Aggressive Tax-Free 12/31/93 891.9 0.47 0.47 0.64
Insured Tax-Free 12/31/93 426.3 0.42 0.42 0.61
Limited Term
Municipals 12/31/93 1,174.6 0.41 0.41 0.57
Michigan Tax-Free:
High Yield 12/31/93 $ 528.9 0.42% 0.42% 0.59%
Money Market (4) 12/31/93 161.3 0.42 0.41 0.62
Minnesota Tax-Free 12/31/93 320.0 0.42 0.42 0.61
Municipal Bond 12/31/93 1,279.8 0.37 0.37 0.49
Ohio Tax-Free:
High Yield 12/31/93 442.1 0.41 0.41 0.57
Money Market (4) 12/31/93 244.4 0.42 0.42 0.59
Spartan Pennsylvania
Municipal:
High Yield 12/31/93 283.2 0.55 0.55 0.55
Money Market (4) 12/31/93 218.8 0.50 0.50 0.50
Massachusetts Tax-Free:
High Yield 1/31/94 1,365.4 0.41 0.41 0.54
Money Market (4) 1/31/94 577.0 0.41 0.41 0.66
New York Tax-Free:
High Yield 1/31/94 477.9 0.41 0.41 0.58
Insured 1/31/94 395.2 0.41 0.41 0.58
Money Market (4) 1/31/94 564.0 0.41 0.41 0.62
Spartan Massachusetts
Municipal Money
Market (4) 1/31/94 339.5 0.50 0.40 0.40
Spartan New York
Municipal:
High Yield 1/31/94 427.7 0.55 0.55 0.55 Intermediate 1/31/94** 4.3
0.55(dagger) -- --
Money Market (4) 1/31/94 446.6 0.50 0.50 0.50
California Tax-Free:
High Yield 2/28/94 588.0 0.41 0.41 0.57
Insured 2/28/94 299.5 0.41 0.29 0.48
Money Market (4) 2/28/94 540.0 0.41 0.41 0.64
Spartan California
Municipal:
High Yield 2/28/94 598.5 0.55 0.52 0.52
Intermediate 2/28/94** 7.7 0.55(dagger) -- --
Money Market (4) 2/28/94 944.0 0.50 0.21 0.21
(a) All fund data are as of the fiscal year end noted in the chart or as
of February 28, 1994, if fiscal year end figures are not yet available.
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.
(b) Reflects reductions for any expense reimbursement paid by or due
from FMR pursuant to voluntary or state expense limitations.
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
(1) 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.
(2) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: FMR U.K., FMR Far
East, FIJ (New Markets Income only), FIIA, and FIIAL U.K., with respect to
the fund.
(3) Fidelity Management & Research Company has entered into
sub-advisory agreements with FMR U.K. and FMR Far East, with respect to the
fund.
(4) Fidelity Management & Research Company has entered into a
sub-advisory agreement with FMR Texas Inc., with respect to the fund.
(5) Effective April 25, 1994, Select Broadcast and Media Portfolio has
been renamed to Multimedia Portfolio.

PUR-PXS-594 CUSIP #316345206/FUND #304
CUSIP #316345404/FUND #334
CUSIP #316345305/FUND #316
CUSIP #316345107/FUND #004

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 PURITAN TRUST: FIDELITY BALANCED FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Edward H. Malone, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY PURITAN TRUST as indicated above 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 July 13,
1994 at 9:00 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 _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
004, 304, 316, 334 HH

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>
1. To elect the twelve nominees specified below as Trustees:
J. Gary Burkhead, Ralph F. Cox, Phyllis Burke Davis, Richard J.
Box FOR all nominees listed Box WITHHOLD 1.
Flynn, Edward C. Johnson 3d, E. Bradley Jones, Donald J. Kirk,
Peter S. Lynch, Gerald C. McDonough, Edward H. Malone, Marvin
(except as marked to the authority to vote
L. Mann, and Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S)
contrary)
for all nominees.
OF THE NOMINEE(S) ON THE LINE BELOW).

</TABLE>
<TABLE>
<CAPTION>
<S>
<C>
2. To ratify the selection of Coopers & Lybrand as independent accountants of the trust.
FOR Box AGAINST Box ABSTAIN Box 2.

3. To amend the Declaration of Trust to provide dollar-based voting
rights for shareholders of the trust.
FOR Box AGAINST Box ABSTAIN Box 3.

4. To amend the Declaration of Trust regarding shareholder
notification of appointment of Trustees.
FOR Box AGAINST Box ABSTAIN Box 4.

5. To amend the Declaration of Trust to provide the fund with the
ability to invest all of its assets in another open-end investment
FOR Box AGAINST Box ABSTAIN Box 5.
company with substantially the same investment objective and policies.

6. To adopt a new fundamental investment policy permitting the fund
to invest all of its assets in another open-end investment company
FOR Box AGAINST Box ABSTAIN Box 6.
with substantially the same investment objective and policies.

7. To approve a modified management contract for the fund.
FOR Box AGAINST Box ABSTAIN Box 7.

8. To approve a Distribution and Service Plan pursuant to Rule 12b-1 for the fund.
FOR Box AGAINST Box ABSTAIN Box 8.

9. To approve a new Sub-Advisory Agreement with FMR Far East for the fund.
FOR Box AGAINST Box ABSTAIN Box 9.

10. To approve a new Sub-Advisory Agreement with FMR U.K. for the fund.
FOR Box AGAINST Box ABSTAIN Box 10.

11. To eliminate or amend certain fundamental investment policies of the fund.
FOR Box AGAINST Box ABSTAIN Box 11.

12. To amend the fund's fundamental investment limitation concerning real estate.
FOR Box AGAINST Box ABSTAIN Box 1 2 .

1 3 . To amend the fund's fundamental investment limitation concerning
diversification.
FOR Box AGAINST Box ABSTAIN Box 1 3 .

1 4 . To amend the fund's fundamental investment limitation concerning the
issuance of senior securities.
FOR Box AGAINST Box ABSTAIN Box 1 4 .

1 5 . To eliminate the fund's fundamental investment limitation concerning
short sales of securities.
FOR Box AGAINST Box ABSTAIN Box 1 5 .

1 6 . To eliminate the fund's fundamental investment limitation concerning
margin purchases.
FOR Box AGAINST Box ABSTAIN Box 1 6 .

1 7 . To amend the fund's fundamental investment limitation concerning borrowing.
FOR Box AGAINST Box ABSTAIN Box 1 7 .

20 . To adopt a fundamental investment limitation concerning the purchase and
sale of physical commodities for the fund.
FOR Box AGAINST Box ABSTAIN Box 20 .

21. To amend the fund's fundamental investment limitation concerning lending.
FOR Box AGAINST Box ABSTAIN Box 21.

22. To eliminate the fund's fundamental investment limitation concerning
investment in other investment companies.
FOR Box AGAINST Box ABSTAIN Box 22.
</TABLE>

PUR-PXC-594 CUSIP#316345206/FUND#304H

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 PURITAN TRUST: FIDELITY LOW-PRICED STOCK FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Edward H. Malone, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY PURITAN TRUST as indicated above 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 July 13,
1994 at 9:00 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 _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
004, 304, 316, 334 HH

<TABLE>
<CAPTION>
<S>
<C> <C>
1. To elect the twelve nominees specified below as Trustees:
J. Gary Burkhead, Ralph F. Cox, Phyllis Burke Davis, Richard J.
Box FOR all nominees listed Box WITHHOLD 1.
Flynn, Edward C. Johnson 3d, E. Bradley Jones, Donald J. Kirk,
Peter S. Lynch, Gerald C. McDonough, Edward H. Malone, Marvin
(except as marked to the
authority to vote for
L. Mann, and Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S)
contrary below).
all nominees.
OF THE NOMINEE(S) ON THE LINE BELOW).

</TABLE>
<TABLE>
<CAPTION>
<S>
<C>
2. To ratify the selection of Coopers & Lybrand as independent
accountants of the trust.
FOR Box AGAINST Box ABSTAIN Box 2.

3. To amend the Declaration of Trust to provide dollar-based voting
rights for shareholders of the trust.
FOR Box AGAINST Box ABSTAIN Box 3.

4. To amend the Declaration of Trust regarding shareholder notification
of appointment of Trustees.
FOR Box AGAINST Box ABSTAIN Box 4.

5. To amend the Declaration of Trust to provide the fund with the ability
to invest all of its assets in another open-end investment
FOR Box AGAINST Box ABSTAIN Box 5.
company with substantially the same investment objective and policies.

6. To adopt a new fundamental investment policy permitting the fund to
invest all of its assets in another open-end investment company
FOR Box AGAINST Box ABSTAIN Box 6.
with substantially the same investment objective and policies.

7. To approve a modified management contract for the fund.
FOR Box AGAINST Box ABSTAIN Box 7.

9. To approve a new Sub-Advisory Agreement with FMR Far East for the fund.
FOR Box AGAINST Box ABSTAIN Box 9.

10. To approve a new Sub-Advisory Agreement with FMR U.K. for the fund.
FOR Box AGAINST Box ABSTAIN Box 10.

12. To amend the fund's fundamental investment limitation concerning real
estate.
FOR Box AGAINST Box ABSTAIN Box 1 2 .

1 3 . To amend the fund's fundamental investment limitation concerning
diversification.
FOR Box AGAINST Box ABSTAIN Box 1 3 .

1 4 . To amend the fund's fundamental investment limitation concerning
the issuance of senior securities.
FOR Box AGAINST Box ABSTAIN Box 1 4 .

1 5 . To eliminate the fund's fundamental investment limitation concerning
short sales of securities.
FOR Box AGAINST Box ABSTAIN Box 1 5 .

1 6 . To eliminate the fund's fundamental investment limitation concerning
margin purchases.
FOR Box AGAINST Box ABSTAIN Box 1 6 .

1 7 . To amend the fund's fundamental investment limitation concerning
borrowing.
FOR Box AGAINST Box ABSTAIN Box 1 7 .

1 8 . To amend the fund's fundamental investment limitation concerning the
concentration of its investments in a single industry.
FOR Box AGAINST Box ABSTAIN Box 1 8 .

1 9 . To amend the fund's fundamental investment limitation concerning the
purchase and sale of physical commodities.
FOR Box AGAINST Box ABSTAIN Box 1 9.

21. To amend the fund's fundamental investment limitation concerning lending.
FOR Box AGAINST Box ABSTAIN Box 21.

</TABLE>

PUR-PXC-594 CUSIP#316345305/FUND#316H

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 PURITAN TRUST: FIDELITY PURITAN FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Edward H. Malone, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY PURITAN TRUST as indicated above 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 July 13,
1994 at 9:00 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 _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
004, 304, 316, 334 HH

<TABLE>
<CAPTION>
<S>
<C> <C>
1. To elect the twelve nominees specified below as Trustees:
J. Gary Burkhead, Ralph F. Cox, Phyllis Burke Davis, Richard J.
Box FOR all nominees listed Box WITHHOLD 1.
Flynn, Edward C. Johnson 3d, E. Bradley Jones, Donald J. Kirk,
Peter S. Lynch, Gerald C. McDonough, Edward H. Malone, Marvin
(except as marked to the
authority to vote
L. Mann, and Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) contrary below).
for all nominees
OF THE NOMINEE(S) ON THE LINE BELOW).

</TABLE>
<TABLE>
<CAPTION>
<S>
<C>
2. To ratify the selection of Coopers & Lybrand as independent
accountants of the trust.
FOR Box AGAINST Box ABSTAIN Box 2.

3. To amend the Declaration of Trust to provide dollar-based voting
rights for shareholders of the trust.
FOR Box AGAINST Box ABSTAIN Box 3.

4. To amend the Declaration of Trust regarding shareholder notification
of appointment of Trustees.
FOR Box AGAINST Box ABSTAIN Box 4.

5. To amend the Declaration of Trust to provide the fund with the ability
to invest all of its assets in another open-end investment
FOR Box AGAINST Box ABSTAIN Box 5.
company with substantially the same investment objective and policies.

6. To adopt a new fundamental investment policy permitting the fund to invest
all of its assets in another open-end investment company
FOR Box AGAINST Box ABSTAIN Box 6.
with substantially the same investment objective and policies.

7. To approve a modified management contract for the fund.
FOR Box AGAINST Box ABSTAIN Box 7.

9. To approve a new Sub-Advisory Agreement with FMR Far East for the fund.
FOR Box AGAINST Box ABSTAIN Box 9.

10. To approve a new Sub-Advisory Agreement with FMR U.K. for the fund.
FOR Box AGAINST Box ABSTAIN Box 10.

</TABLE>

PUR-PXC-594 CUSIP#316345107/FUND#004H

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 PURITAN TRUST: FIDELITY GLOBAL BALANCED FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Edward H. Malone, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY PURITAN TRUST as indicated above 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 July 13,
1994 at 9:00 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 _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
004, 304, 316, 334 HH

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>
1. To elect the twelve nominees specified below as Trustees:
J. Gary Burkhead, Ralph F. Cox, Phyllis Burke Davis, Richard J.
Box FOR all nominees Box WITHHOLD 1.
Flynn, Edward C. Johnson 3d, E. Bradley Jones, Donald J. Kirk,
Peter S. Lynch, Gerald C. McDonough, Edward H. Malone, Marvin
listed (except as marked to
authority to vote for
L. Mann, and Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THE NAME(S) the contrary below).
all nominees.
OF THE NOMINEE(S) ON THE LINE BELOW).
</TABLE>
<TABLE>
<CAPTION>
<S>
<C>
2. To ratify the selection of Coopers & Lybrand as independent
accountants of the trust.
FOR Box AGAINST Box ABSTAIN Box 2.

3. To amend the Declaration of Trust to provide dollar-based voting
rights for shareholders of the trust.
FOR Box AGAINST Box ABSTAIN Box 3.

4. To amend the Declaration of Trust regarding shareholder notification
of appointment of Trustees.
FOR Box AGAINST Box ABSTAIN Box 4.

5. To amend the Declaration of Trust to provide the fund with the ability
to invest all of its assets in another open-end investment
FOR Box AGAINST Box ABSTAIN Box 5.
company with substantially the same investment objective and policies.

6. To adopt a new fundamental investment policy permitting the fund to
invest all of its assets in another open-end investment company
FOR Box AGAINST Box ABSTAIN Box 6.
with substantially the same objective and investment policies.

7. To approve a modified management contract for the fund.
FOR Box AGAINST Box ABSTAIN Box 7.

</TABLE>

PUR-PXC-594 CUSIP#316345404/FUND#334

FIDELITY PURITAN FUND
FIDELITY BALANCED FUND
FIDELITY GLOBAL BALANCED FUND
FIDELITY LOW-PRICED STOCK FUND
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Fidelity Puritan
Fund, Fidelity Balanced Fund, Fidelity Global Balanced Fund, and Fidelity
Low-Priced Stock Fund shareholders will be held in July to vote on several
important proposals that affect the funds and your investment in them. As a
shareholder, you have the opportunity to voice your opinion on these
matters. This package contains information about the proposals and the
materials to use when voting by mail.
Our records indicate that you are among many shareholders who have more
than one account in these funds. To save the expense of postage and
printing, we have enclosed one proxy card for each account. Please take a
few minutes to read the enclosed materials and cast your vote on each
yellow proxy card. PLEASE VOTE PROMPTLY. IT IS EXTREMELY IMPORTANT, NO
MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
funds. Voting promptly helps save money. If we do not receive enough votes,
we must resolicit shareholders in an attempt to increase voter
participation. That is a costly process paid for by the funds and,
ultimately, by you.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is responsible for protecting your
interests as a shareholder. The Trustees believe these proposals are in the
best interest of shareholders. They recommend that you vote for each
proposal.
PROPOSAL 1 is to elect Trustees to the Board to supervise the trust's
activities and review contractual arrangements with companies that provide
the trust with services.
PROPOSAL 2 is to ratify the selection of Coopers & Lybrand as
independent accountants of the trust.
PROPOSAL 3 is to amend the Declaration of Trust to provide voting rights
based on a shareholder's total dollar value in the trust rather than on the
number of shares owned. As a result, for trust-wide votes such as electing
trustees, voting power would be proportionate to the dollar value of each
shareholder's investment.
PROPOSAL 4 is to amend the Declaration of Trust to eliminate the
requirement of notifying trust shareholders within three months in the
event of an appointment of a Trustee. This proposal does not amend any
other aspect of Trustee resignation or appointment.
PROPOSAL 5 is to amend the Declaration of Trust to provide each fund with
the ability to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 6 is to adopt a new fundamental investment policy for each fund
permitting it to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 7 is to modify each fund's management contract to revise the
management fee calculation to provide for lower fees when FMR's assets
under management exceed certain levels. Otherwise, the modified contract
is substantially identical to the current management contract. THE
MODIFIED CONTRACT WILL RESULT IN A MANAGEMENT FEE WHICH IS THE SAME AS, OR
LOWER THAN, THE FEE PAYABLE UNDER EACH FUND'S CURRENT MANAGEMENT CONTRACT.
PROPOSAL 8 is to approve a Distribution and Service Plan pursuant to Rule
12b-1 for Fidelity Balanced Fund. This "no fee" plan allows FMR to use its
management fees and other resources to promote the sale of the fund's
shares. No fees (other than those contemplated in the management contract)
are to be paid by the fund under the plan.
PROPOSALS 9 AND 10 ask for shareholder approval of two sub-advisory
agreements for Fidelity Puritan Fund, Fidelity Balanced Fund, and Fidelity
Low-Priced Stock Fund. The new agreements would authorize FMR to grant
investment discretion and portfolio execution to the sub-advisors in order
to more fully utilize foreign managers and analysts with investment
expertise in local markets and to potentially enable each fund to
participate more readily and efficiently in full trading sessions on
foreign exchanges.
PROPOSAL 11 is to approve the elimination or amendment of certain of
Fidelity Balanced Fund's current fundamental investment policies. The main
purpose of this proposal is to simplify the language describing the fund's
policies as well as to ensure that the fund has the ability to adapt to
future economic, market, or regulatory changes. The proposal is not
expected to change the investment performance of the fund, or how the fund
is managed.
PROPOSAL 12 is to amend the investment limitation concerning real estate
for Fidelity Balanced Fund and Fidelity Low-Priced Stock Fund. The main
purpose of this proposal is to allow each fund greater flexibility to
purchase and sell the securities of issuers in the real estate business,
subject to the fund's investment objective. The proposal is not expected
to change the investment performance of either fund, or how the funds are
managed.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS. The primary purpose of
Proposals 13 through 22 is to revise several of the investment limitations
of Fidelity Balanced Fund and Fidelity Low-Priced Stock Fund to conform to
limitations which are expected to become standard for all funds managed by
FMR. The standardized limitations clarify each fund's authority in various
areas of investing and bring each fund's limitations up to date by
reflecting changes in the market and in regulatory policies in recent
years. The proposals do not affect the fundamental objectives of the
funds, however, and are not expected to result in any significant changes
in either fund's investment strategy.
Each of these proposals is described in greater detail in the enclosed
Proxy Statement.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the yellow proxy cards
enclosed in this package. Be sure to sign the cards before mailing them in
the postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. We'll be glad to help you get your vote in quickly. Thank
you for your participation in this important initiative for your funds.
Sincerely,
Edward C. Johnson 3d
President
FIDELITY PURITAN FUND
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Fidelity Puritan
Fund shareholders will be held in July to vote on several important
proposals that affect the fund and your investment in it. As a shareholder,
you have the opportunity to voice your opinion on these matters. This
package contains information about the proposals and the materials to use
when voting by mail.
Please take a few minutes to read the enclosed materials and cast your vote
on the yellow proxy card(s). PLEASE VOTE PROMPTLY. IT IS EXTREMELY
IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
fund. Voting promptly helps save money. If we do not receive enough votes,
we must resolicit shareholders in an attempt to increase voter
participation. That is a costly process paid for by your fund and,
ultimately, by you.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is responsible for protecting your
interests as a shareholder. The Trustees believe these proposals are in the
best interest of shareholders. They recommend that you vote for each
proposal.
PROPOSAL 1 is to elect Trustees to the Board to supervise the trust's
activities and review contractual arrangements with companies that provide
the trust with services.
PROPOSAL 2 is to ratify the selection of Coopers & Lybrand as
independent accountants of the trust.
PROPOSAL 3 is to amend the Declaration of Trust to provide voting rights
based on a shareholder's total dollar value in the trust rather than on the
number of shares owned. As a result, for trust-wide votes such as electing
trustees, voting power would be proportionate to the dollar value of each
shareholder's investment.
PROPOSAL 4 is to amend the Declaration of Trust to eliminate the
requirement of notifying trust shareholders within three months in the
event of an appointment of a Trustee. This proposal does not amend any
other aspect of Trustee resignation or appointment.
PROPOSAL 5 is to amend the Declaration of Trust to provide the fund with
the ability to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 6 is to adopt a new fundamental investment policy for the fund
permitting it to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 7 is to modify the fund's management contract to revise the
management fee calculation to provide for lower fees when FMR's assets
under management exceed certain levels. Otherwise, the modified contract
is substantially identical to the current management contract. THE
MODIFIED CONTRACT WILL RESULT IN A MANAGEMENT FEE WHICH IS THE SAME AS, OR
LOWER THAN, THE FEE PAYABLE UNDER THE FUND'S CURRENT MANAGEMENT CONTRACT.
PROPOSALS 9 AND 10 ask for shareholder approval of two sub-advisory
agreements for the fund. The new agreements would authorize FMR to grant
investment discretion and portfolio execution to the sub-advisors in order
to more fully utilize foreign managers and analysts with investment
expertise in local markets and to potentially enable each fund to
participate more readily and efficiently in full trading sessions on
foreign exchanges.
Each of these proposals is described in greater detail in the enclosed
Proxy Statement.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the yellow proxy card enclosed
in this package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. We'll be glad to help you get your vote in quickly. Thank
you for your participation in this important initiative for your fund.
Sincerely,

FIDELITY BALANCED FUND
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Fidelity Balanced
Fund shareholders will be held in July to vote on several important
proposals that affect the fund and your investment in it. As a shareholder,
you have the opportunity to voice your opinion on these matters. This
package contains information about the proposals and the materials to use
when voting by mail.
Please take a few minutes to read the enclosed materials and cast your vote
on the yellow proxy card(s). PLEASE VOTE PROMPTLY. IT IS EXTREMELY
IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
fund. Voting promptly helps save money. If we do not receive enough votes,
we must resolicit shareholders in an attempt to increase voter
participation. That is a costly process paid for by your fund and,
ultimately, by you.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is responsible for protecting your
interests as a shareholder. The Trustees believe these proposals are in the
best interest of shareholders. They recommend that you vote for each
proposal.
PROPOSAL 1 is to elect Trustees to the Board to supervise the trust's
activities and review contractual arrangements with companies that provide
the trust with services.
PROPOSAL 2 is to ratify the selection of Coopers & Lybrand as
independent accountants of the trust.
PROPOSAL 3 is to amend the Declaration of Trust to provide voting rights
based on a shareholder's total dollar value in the trust rather than on the
number of shares owned. As a result, for trust-wide votes such as electing
trustees, voting power would be proportionate to the dollar value of each
shareholder's investment.
PROPOSAL 4 is to amend the Declaration of Trust to eliminate the
requirement of notifying trust shareholders within three months in the
event of an appointment of a Trustee. This proposal does not amend any
other aspect of Trustee resignation or appointment.
PROPOSAL 5 is to amend the Declaration of Trust to provide the fund with
the ability to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 6 is to adopt a new fundamental investment policy for the fund
permitting it to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 7 is to modify the fund's management contract to revise the
management fee calculation to provide for lower fees when FMR's assets
under management exceed certain levels. Otherwise, the modified contract
is substantially identical to the current management contract. THE
MODIFIED CONTRACT WILL RESULT IN A MANAGEMENT FEE WHICH IS THE SAME AS, OR
LOWER THAN, THE FEE PAYABLE UNDER THE FUND'S CURRENT MANAGEMENT CONTRACT.
PROPOSAL 8 is to approve a Distribution and Service Plan pursuant to Rule
12b-1 for the fund. This "no fee" plan allows FMR to use its management
fees and other resources to promote the sale of the fund's shares. No fees
(other than those contemplated in the management contract) are to be paid
by the fund under the plan.
PROPOSALS 9 AND 10 ask for shareholder approval of two sub-advisory
agreements for the fund. The new agreements would authorize FMR to grant
investment discretion and portfolio execution to the sub-advisors in order
to more fully utilize foreign managers and analysts with investment
expertise in local markets and to potentially enable the fund to
participate more readily and efficiently in full trading sessions on
foreign exchanges.
PROPOSAL 11 is to approve the elimination or amendment of certain of the
fund's current fundamental investment policies. The main purpose of this
proposal is to simplify the language describing the fund's policies as well
as to ensure that the fund has the ability to adapt to future economic,
market, or regulatory changes. The proposal is not expected to change the
investment performance of the fund, or how the fund is managed.
PROPOSAL 12 is to amend the investment limitation concerning real estate
for the fund. The main purpose of this proposal is to allow the fund
greater flexibility to purchase and sell the securities of issuers in the
real estate business, subject to the fund's investment objective. The
proposal is not expected to change the investment performance of the fund,
or how the fund is managed.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS. The primary purpose of
Proposals 13 through 16 and 19 through 22 is to revise several of the
fund's investment limitations to conform to limitations which are expected
to become standard for all funds managed by FMR. The standardized
limitations clarify the fund's authority in various areas of investing and
bring the fund's limitations up to date by reflecting changes in the market
and in regulatory policies in recent years. The proposals do not affect
the fundamental investment objective of the fund, however, and are not
expected to result in any significant changes in the fund's investment
strategy.
Each of these proposals is described in greater detail in the enclosed
Proxy Statement.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the yellow proxy card enclosed
in this package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. We'll be glad to help you get your vote in quickly. Thank
you for your participation in this important initiative for your fund.
Sincerely,
Edward C. Johnson 3d
President
FIDELITY GLOBAL BALANCED FUND
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Fidelity Global
Balanced Fund shareholders will be held in July to vote on several
important proposals that affect the fund and your investment in it. As a
shareholder, you have the opportunity to voice your opinion on these
matters. This package contains information about the proposals and the
materials to use when voting by mail.
Please take a few minutes to read the enclosed materials and cast your vote
on the yellow proxy card(s). PLEASE VOTE PROMPTLY. IT IS EXTREMELY
IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
fund. Voting promptly helps save money. If we do not receive enough votes,
we must resolicit shareholders in an attempt to increase voter
participation. That is a costly process paid for by your fund and,
ultimately, by you.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is responsible for protecting your
interests as a shareholder. The Trustees believe these proposals are in the
best interest of shareholders. They recommend that you vote for each
proposal.
PROPOSAL 1 is to elect Trustees to the Board to supervise the trust's
activities and review contractual arrangements with companies that provide
the trust with services.
PROPOSAL 2 is to ratify the selection of Coopers & Lybrand as
independent accountants of the trust.
PROPOSAL 3 is to amend the Declaration of Trust to provide voting rights
based on a shareholder's total dollar value in the trust rather than on the
number of shares owned. As a result, for trust-wide votes such as electing
trustees, voting power would be proportionate to the dollar value of each
shareholder's investment.
PROPOSAL 4 is to amend the Declaration of Trust to eliminate the
requirement of notifying trust shareholders within three months in the
event of an appointment of a Trustee. This proposal does not amend any
other aspect of Trustee resignation or appointment.
PROPOSAL 5 is to amend the Declaration of Trust to provide the fund with
the ability to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 6 is to adopt a new fundamental investment policy for the fund
permitting it to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 7 is to modify the fund's management contract to revise the
management fee calculation to provide for lower fees when FMR's assets
under management exceed certain levels. Otherwise, the modified contract
is substantially identical to the current management contract. THE
MODIFIED CONTRACT WILL RESULT IN A MANAGEMENT FEE WHICH IS THE SAME AS, OR
LOWER THAN, THE FEE PAYABLE UNDER THE FUND'S CURRENT MANAGEMENT CONTRACT.
Each of these proposals is described in greater detail in the enclosed
Proxy Statement.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the yellow proxy card enclosed
in this package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. We'll be glad to help you get your vote in quickly. Thank
you for your participation in this important initiative for your fund.
Sincerely,
Edward C. Johnson 3d
President
FIDELITY LOW-PRICED STOCK FUND
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Fidelity Low-Priced
Stock Fund shareholders will be held in July to vote on several important
proposals that affect the fund and your investment in it. As a shareholder,
you have the opportunity to voice your opinion on these matters. This
package contains information about the proposals and the materials to use
when voting by mail.
Please take a few minutes to read the enclosed materials and cast your vote
on the yellow proxy card(s). PLEASE VOTE PROMPTLY. IT IS EXTREMELY
IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.
This is an opportunity to voice your opinion on matters that affect your
fund. Voting promptly helps save money. If we do not receive enough votes,
we must resolicit shareholders in an attempt to increase voter
participation. That is a costly process paid for by your fund and,
ultimately, by you.
HERE IS A BRIEF SUMMARY OF THE PROPOSALS.
All of the proposals summarized below have been carefully reviewed by the
Board of Trustees. The Board of Trustees is responsible for protecting your
interests as a shareholder. The Trustees believe these proposals are in the
best interest of shareholders. They recommend that you vote for each
proposal.
PROPOSAL 1 is to elect Trustees to the Board to supervise the trust's
activities and review contractual arrangements with companies that provide
the trust with services.
PROPOSAL 2 is to ratify the selection of Coopers & Lybrand as
independent accountants of the trust.
PROPOSAL 3 is to amend the Declaration of Trust to provide voting rights
based on a shareholder's total dollar value in the trust rather than on the
number of shares owned. As a result, for trust-wide votes such as electing
trustees, voting power would be proportionate to the dollar value of each
shareholder's investment.
PROPOSAL 4 is to amend the Declaration of Trust to eliminate the
requirement of notifying trust shareholders within three months in the
event of an appointment of a Trustee. This proposal does not amend any
other aspect of Trustee resignation or appointment.
PROPOSAL 5 is to amend the Declaration of Trust to provide the fund with
the ability to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 6 is to adopt a new fundamental investment policy for the fund
permitting it to invest all of its assets in another open-end investment
company with substantially the same investment objective and policies.
PROPOSAL 7 is to modify the fund's management contract to revise the
management fee calculation to provide for lower fees when FMR's assets
under management exceed certain levels. Otherwise, the modified contract
is substantially identical to the current management contract. THE
MODIFIED CONTRACT WILL RESULT IN A MANAGEMENT FEE WHICH IS THE SAME AS, OR
LOWER THAN, THE FEE PAYABLE UNDER THE FUND'S CURRENT MANAGEMENT CONTRACT.
PROPOSALS 9 AND 10 ask for shareholder approval of two sub-advisory
agreements for the fund. The new agreements would authorize FMR to grant
investment discretion and portfolio execution to the sub-advisors in order
to more fully utilize foreign managers and analysts with investment
expertise in local markets and to potentially enable the fund to
participate more readily and efficiently in full trading sessions on
foreign exchanges.
PROPOSAL 12 is to amend the investment limitation concerning real estate
for the fund. The main purpose of this proposal is to allow the fund
greater flexibility to purchase and sell the securities of issuers in the
real estate business, subject to the fund's investment objective. The
proposal is not expected to change the investment performance of the fund,
or how the fund is managed.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS. The primary purpose of
Proposals 13 through 18, 20, and 21 is to revise several of the fund's
investment limitations to conform to limitations which are expected to
become standard for all funds managed by FMR. The standardized limitations
clarify the fund's authority in various areas of investing and bring the
fund's limitations up to date by reflecting changes in the market and in
regulatory policies in recent years. The proposals do not affect the
fundamental investment objective of the fund, however, and are not expected
to result in any significant changes in the fund's investment strategy.
Each of these proposals is described in greater detail in the enclosed
Proxy Statement.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the yellow proxy card enclosed
in this package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. We'll be glad to help you get your vote in quickly. Thank
you for your participation in this important initiative for your fund.
Sincerely,
Edward C. Johnson 3d
President