FIDELITY ABERDEEN STREET TRUST, 485BPOS, 2000-05-25

FIDELITY ABERDEEN STREET TRUST
485BPOS, 2000-05-25

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT (No. 33-43529)
UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 24 [X]

and

REGISTRATION STATEMENT (No. 811-6440)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 24 [X]

Fidelity Aberdeen Street Trust
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

( ) immediately upon filing pursuant to paragraph (b).
(X) on May 27, 2000 pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
( ) on ( ) pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

( ) this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.

FIDELITY
FREEDOM
FUNDS(REGISTERED TRADEMARK)

FIDELITY FREEDOM INCOME FUND(REGISTERED TRADEMARK)
(fund number 369, trading symbol FFFAX)

FIDELITY FREEDOM 2000 FUND(REGISTERED TRADEMARK)
(fund number 370, trading symbol FFFBX)

FIDELITY FREEDOM 2010 FUND(REGISTERED TRADEMARK)
(fund number 371, trading symbol FFFCX)

FIDELITY FREEDOM 2020 FUND(REGISTERED TRADEMARK)
(fund number 372, trading symbol FFFDX)

FIDELITY FREEDOM 2030 FUND(REGISTERED TRADEMARK)
(fund number 373, trading symbol FFFEX)

PROSPECTUS
MAY 27, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

8 PERFORMANCE

12 FEE TABLE

FUND BASICS 15 INVESTMENT DETAILS

22 VALUING SHARES

SHAREHOLDER INFORMATION 22 BUYING AND SELLING SHARES

29 EXCHANGING SHARES

29 ACCOUNT FEATURES AND POLICIES

32 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

33 TAX CONSEQUENCES

FUND SERVICES 33 FUND MANAGEMENT

33 FUND DISTRIBUTION

APPENDIX 34 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

FREEDOM INCOME FUND seeks high current income and, as a secondary
objective, capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Strategic Advisers, Inc. (Strategic AdvisersSM)'s principal investment
strategies include:

(small solid bullet) Investing in a combination of Fidelity(registered
trademark) equity, fixed-income and money market funds using a
moderate asset allocation strategy designed for investors already in
retirement.

(small solid bullet) Allocating assets among these underlying Fidelity
funds according to a stable target asset allocation.

(small solid bullet) Using a target asset allocation as of March 31,
2000 of approximately:

Domestic
Equity
Funds 20%

International
Equity Funds 0%

Investment-
Grade
Fixed-Income
Funds 40%

High Yield
Fixed-Income
Funds 0%

Money Market
Funds 40%

Row: 1, Col: 1, Value: 40.0
Row: 1, Col: 2, Value: 20.0
Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 0.0
Row: 1, Col: 5, Value: 40.0

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt or money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation and interest rates and economic downturns can
have a significant negative effect on issuers in the financial
services sector.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. A decline in the credit quality of
an issuer or the provider of credit support or a maturity-shortening
structure for a security can cause the price of a money market
security to decrease. The value of securities of smaller issuers can
be more volatile than that of larger issuers. Lower-quality debt
securities (those of less than investment-grade quality) can be more
volatile due to increased sensitivity to adverse issuer, political,
regulatory, market or economic developments.

(small solid bullet) "GROWTH" INVESTING. "Growth" stocks can perform
differently from the market as a whole and other types of stocks and
can be more volatile than other types of stocks.

(small solid bullet) "VALUE" INVESTING. "Value" stocks can perform
differently from the market as a whole and other types of stocks and
can continue to be undervalued by the market for long periods of time.

(small solid bullet) QUANTITATIVE INVESTING. Securities selected using
quantitative analysis can perform differently from the market as a
whole as a result of the factors used in the analysis, the weight
placed on each factor, and changes in the factors' historical trends.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

INVESTMENT OBJECTIVE

FREEDOM 2000 FUND seeks high total return.

PRINCIPAL INVESTMENT STRATEGIES

Strategic Advisers' principal investment strategies include:

(small solid bullet) Investing in a combination of Fidelity equity,
fixed-income and money market funds using a moderate asset allocation
strategy designed for investors expecting to retire around the year
2000.

(small solid bullet) Allocating assets among these underlying Fidelity
funds according to an asset allocation strategy that becomes
increasingly conservative until it reaches 20% in domestic equity
funds, 40% in investment-grade fixed-income funds and 40% in money
market funds (approximately five to ten years after the year 2000).

(small solid bullet) Using a target asset allocation as of March 31,
2000 of approximately:

Domestic
Equity
Funds 31%

International
Equity Funds 3%

Investment-
Grade
Fixed-Income
Funds 40%

High Yield
Fixed-Income
Funds 3%

Money Market
Funds 23%

Row: 1, Col: 1, Value: 40.0
Row: 1, Col: 2, Value: 32.0
Row: 1, Col: 3, Value: 3.0
Row: 1, Col: 4, Value: 3.0
Row: 1, Col: 5, Value: 23.0

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt or money market security to decrease.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

(small solid bullet) "GROWTH" INVESTING. "Growth" stocks can perform
differently from the market as a whole and other types of stocks and
can be more volatile than other types of stocks.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

INVESTMENT OBJECTIVE

FREEDOM 2010 FUND seeks high total return.

PRINCIPAL INVESTMENT STRATEGIES

Strategic Advisers' principal investment strategies include:

(small solid bullet) Using a target asset allocation as of March 31,
2000 of approximately:

Domestic
Equity
Funds 47%

International
Equity Funds 7%

Investment-
Grade
Fixed-Income
Funds 34%

High Yield
Fixed-Income
Funds 6%

Money Market
Funds 6%

Row: 1, Col: 1, Value: 30.0
Row: 1, Col: 2, Value: 52.0
Row: 1, Col: 3, Value: 8.0
Row: 1, Col: 4, Value: 6.0
Row: 1, Col: 5, Value: 4.0

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. The value of securities of smaller
issuers can be more volatile than that of larger issuers.
Lower-quality debt securities (those of less than investment-grade
quality) can be more volatile due to increased sensitivity to adverse
issuer, political, regulatory, market or economic developments.

(small solid bullet) "GROWTH" INVESTING. "Growth" stocks can perform
differently from the market as a whole and other types of stocks and
can be more volatile than other types of stocks.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

INVESTMENT OBJECTIVE

FREEDOM 2020 FUND seeks high total return.

PRINCIPAL INVESTMENT STRATEGIES

Strategic Advisers' principal investment strategies include:

(small solid bullet) Using a target asset allocation as of March 31,
2000 of approximately:

Domestic
Equity
Funds 63%

International
Equity Funds 11%

Investment-
Grade
Fixed-Income
Funds 18%

High Yield
Fixed-Income
Funds 8%

Money Market
Funds 0%

Row: 1, Col: 1, Value: 18.0
Row: 1, Col: 2, Value: 63.0
Row: 1, Col: 3, Value: 11.0
Row: 1, Col: 4, Value: 8.0
Row: 1, Col: 5, Value: 0.0

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.

(small solid bullet) GEOGRAPHIC CONCENTRATION IN EUROPE. Both
developed and emerging market countries in Europe will be
significantly affected by the tight fiscal and monetary controls
required to join the European Economic and Monetary Union (EMU).
The markets in Eastern Europe remain relatively undeveloped and can be
particularly sensitive to political and economic developments.

(small solid bullet) GEOGRAPHIC CONCENTRATION IN JAPAN. The Japanese
economy is currently in a recession. International trade and
government policy can significantly affect economic growth.

(small solid bullet) GEOGRAPHIC CONCENTRATION IN SOUTHEAST ASIA. Most
Southeast Asian economies are generally considered emerging markets
and are currently in recessions. International trade, government
policy and political and social stability can significantly
affect economic growth. The markets in Southeast Asia can be extremely
volatile.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. The value of securities of smaller
issuers can be more volatile than that of larger issuers.
Lower-quality debt securities (those of less than investment-grade
quality) can be more volatile due to increased sensitivity to adverse
issuer, political, regulatory, market or economic developments.

(small solid bullet) "GROWTH" INVESTING. "Growth" stocks can perform
differently from the market as a whole and other types of stocks and
can be more volatile than other types of stocks.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

INVESTMENT OBJECTIVE

FREEDOM 2030 FUND seeks high total return.

PRINCIPAL INVESTMENT STRATEGIES

Strategic Advisers' principal investment strategies include:

(small solid bullet) Using a target asset allocation as of March 31,
2000 of approximately:

Domestic
Equity
Funds 70%

International
Equity Funds 13%

Investment-
Grade
Fixed-Income
Funds 8%

High Yield
Fixed-Income
Funds 9%

Money Market
Funds 0%

Row: 1, Col: 1, Value: 8.0
Row: 1, Col: 2, Value: 70.0
Row: 1, Col: 3, Value: 13.0
Row: 1, Col: 4, Value: 9.0
Row: 1, Col: 5, Value: 0.0

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) GEOGRAPHIC CONCENTRATION IN EUROPE. Both
developed and emerging market countries in Europe will be
significantly affected by the tight fiscal and monetary controls
required to join the EMU . The markets in Eastern Europe
remain relatively undeveloped and can be particularly sensitive to
political and economic developments.

(small solid bullet) GEOGRAPHIC CONCENTRATION IN JAPAN. The Japanese
economy is currently in a recession. International trade and
government policy can significantly affect economic growth.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. The value of securities of smaller
issuers can be more volatile than that of larger issuers.
Lower-quality debt securities (those of less than investment-grade
quality) can be more volatile due to increased sensitivity to adverse
issuer, political, regulatory, market or economic developments.

(small solid bullet) "GROWTH" INVESTING. "Growth" stocks can perform
differently from the market as a whole and other types of stocks and
can be more volatile than other types of stocks.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

PERFORMANCE

The following information illustrates the changes in each Freedom
Fund's performance from year to year and compares each Freedom Fund's
performance to the performance of a market index and a combination of
market indexes over various periods of time. Returns are based on past
results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

FREEDOM INCOME

Calendar Years 1997 1998 1999

10.91% 11.10% 7.19%

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: 10.91
Row: 9, Col: 1, Value: 11.1
Row: 10, Col: 1, Value: 7.19

DURING THE PERIODS SHOWN IN THE CHART FOR FREEDOM INCOME, THE HIGHEST
RETURN FOR A QUARTER WAS 5.01% (QUARTER ENDED JUNE 30, 1997) AND THE
LOWEST RETURN FOR A QUARTER WAS 0.00% (QUARTER ENDED SEPTEMBER 30,
1999).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR FREEDOM INCOME WAS
2.92 %.

FREEDOM 2000

Calendar Years 1997 1998 1999

15.29% 15.26% 12.16%

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: 15.29
Row: 9, Col: 1, Value: 15.26
Row: 10, Col: 1, Value: 12.16

DURING THE PERIODS SHOWN IN THE CHART FOR FREEDOM 2000, THE HIGHEST
RETURN FOR A QUARTER WAS 8.90% (QUARTER ENDED DECEMBER 31, 1998) AND
THE LOWEST RETURN FOR A QUARTER WAS -2.66% (QUARTER ENDED SEPTEMBER
30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR FREEDOM 2000 WAS
3.70 %.

FREEDOM 2010

Calendar Years 1997 1998 1999

19.36% 19.31% 19.04%

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: 19.36
Row: 9, Col: 1, Value: 19.31
Row: 10, Col: 1, Value: 19.04

DURING THE PERIODS SHOWN IN THE CHART FOR FREEDOM 2010, THE HIGHEST
RETURN FOR A QUARTER WAS 13.50% (QUARTER ENDED DECEMBER 31, 1998) AND
THE LOWEST RETURN FOR A QUARTER WAS -5.99% (QUARTER ENDED SEPTEMBER
30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR FREEDOM 2010 WAS
4.57 %.

FREEDOM 2020

Calendar Years 1997 1998 1999

21.24% 21.67% 25.31%

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: 21.24
Row: 9, Col: 1, Value: 21.67
Row: 10, Col: 1, Value: 25.31

DURING THE PERIODS SHOWN IN THE CHART FOR FREEDOM 2020, THE HIGHEST
RETURN FOR A QUARTER WAS 17.19% (QUARTER ENDED DECEMBER 31, 1998) AND
THE LOWEST RETURN FOR A QUARTER WAS -8.59% (QUARTER ENDED SEPTEMBER
30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR FREEDOM 2020 WAS
5.49 %.

FREEDOM 2030

Calendar Years 1997 1998 1999

21.40% 22.12% 28.50%

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: 21.4
Row: 9, Col: 1, Value: 22.12
Row: 10, Col: 1, Value: 28.5

DURING THE PERIODS SHOWN IN THE CHART FOR FREEDOM 2030, THE HIGHEST
RETURN FOR A QUARTER WAS 18.59% (QUARTER ENDED DECEMBER 31, 1999) AND
THE LOWEST RETURN FOR A QUARTER WAS -9.71% (QUARTER ENDED SEPTEMBER
30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR FREEDOM 2030 WAS
5.69 %.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Life of fundA
December 31, 1999

Freedom Income 7.19% 9.68%

Lehman Bros. Aggregate Bond -0.82% 5.93%
Index

Freedom Income Composite Index 6.16% 9.65%

Freedom 2000 12.16% 14.10%

Lehman Bros. Aggregate Bond -0.82% 5.93%
Index

Freedom 2000 Composite Index 9.39% 13.69%

Freedom 2010 19.04% 18.99%

S&P 500 21.04% 27.61%

Freedom 2010 Composite Index 13.99% 17.89%

Freedom 2020 25.31% 22.36%

S&P 500 21.04% 27.61%

Freedom 2020 Composite Index 18.39% 20.67%

Freedom 2030 28.50% 23.51%

S&P 500 21.04% 27.61%

Freedom 2030 Composite Index 20.30% 21.33%

A FROM OCTOBER 17, 1996.

If Strategic Advisers had not reimbursed certain fund expenses during
these periods, each Freedom Fund's returns would have been lower.

Standard & Poor's 500 Index (S&P 500(registered trademark)) is a
market capitalization-weighted index of common stocks.

Fidelity Freedom Funds Composite Indexes are hypothetical
representations of the performance of each Freedom Fund's asset
classes according to their respective weightings adjusted on June 30
and December 31 of each calendar year for Freedom Funds with target
retirement dates, to reflect the increasingly conservative asset
allocations.

The following indexes are used to calculate a Freedom Fund's composite
index: Wilshire 5000 Total Market Index ( Wilshire 5000)
for the domestic equity fund class, Morgan Stanley Capital
International Europe, Australasia, Far East (EAFE) Index for the
international equity fund class, Lehman Brothers Aggregate Bond Index
for the investment-grade fixed-income fund class, Merrill Lynch High
Yield Master II Index for the high yield fixed-income fund class, and
Lehman Brothers 3-Month Treasury Bill Index for the money market fund
class. The index weightings of each composite index are rebalanced
monthly.

Wilshire 5000 Total Market Index is a market
capitalization-weighted index of approximately 7,000 U.S. equity
securities.

Morgan Stanley Capital International Europe, Australasia and Far East
(EAFE) Index is a market capitalization-weighted index that is
designed to represent the performance of developed stock markets
outside the United States and Canada. As of March 31, 2000 , the
index included over 950 equity securities of companies
domiciled in 20 countries.

The Lehman Brothers Aggregate Bond Index is a market value-weighted
index of investment-grade fixed-rate debt issues, including
government, corporate, asset-backed, and mortgage-backed securities,
with maturities of one year or more.

Merrill Lynch High Yield Master II Index is a market value-weighted
index of all domestic and yankee high-yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default.

The Lehman Brothers 3-Month Treasury Bill Index represents the average
of Treasury Bill rates for each of the prior three months, adjusted to
a bond equivalent yield basis (short-term and money market
instruments).

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold, or sell shares of a Freedom Fund. The annual fund
operating expenses provided below for each Freedom Fund do not reflect
the effect of any expense reimbursements or reduction of certain
expenses during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

Annual account maintenance $12.00
fee (for accounts under
$2,500)

ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)

FREEDOM INCOME Management fee 0.10%

Distribution and Service None
(12b-1) fee

Other expenses 0.00%

Total annual fund operating 0.10%
expensesA

FREEDOM 2000 Management fee 0.10%

Distribution and Service None
(12b-1) fee

Other expenses 0.00%

Total annual fund operating 0.10%
expensesA

FREEDOM 2010 Management fee 0.10%

Distribution and Service None
(12b-1) fee

Other expenses 0.00%

Total annual fund operating 0.10%
expensesA

FREEDOM 2020 Management fee 0.10%

Distribution and Service None
(12b-1) fee

Other expenses 0.00%

Total annual fund operating 0.10%
expensesA

FREEDOM 2030 Management fee 0.10%

Distribution and Service None
(12b-1) fee

Other expenses 0.00%

Total annual fund operating 0.10%
expensesA

A EFFECTIVE NOVEMBER 1, 1996, STRATEGIC ADVISERS HAS VOLUNTARILY
AGREED TO REIMBURSE EACH FREEDOM FUND TO THE EXTENT THAT TOTAL
OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS
AND EXTRAORDINARY EXPENSES) EXCEED 0.08% OF ITS AVERAGE NET ASSETS.
THIS ARRANGEMENT CAN BE DISCONTINUED BY STRATEGIC ADVISERS AT ANY
TIME.

Through arrangements with each Freedom Fund's custodian and transfer
agent, credits realized as a result of uninvested cash balances are
used to reduce fund expenses. Including these reductions, the total
fund operating expenses are shown in the table below .

Total Operating Expenses

Freedom Income 0.07%A

Freedom 2000 0.07%A

Freedom 2010 0.07%A

Freedom 2020 0.07%A

Freedom 2030 0.07%A

A AFTER REIMBURSEMENT.

Each Freedom Fund will not incur any sales charges, but it may incur
exchange fees or redemption fees (trading fees), if applicable, when
it invests in underlying Fidelity funds.

In addition to the total operating expenses shown above, each Freedom
Fund, as a shareholder in an underlying Fidelity fund, will indirectly
bear its pro rata share of the fees and expenses incurred by the
underlying Fidelity fund, and each Freedom Fund's investment return
will be net of underlying Fidelity fund expenses.

The combined total expense ratios of each Freedom Fund (calculated as
a percentage of average net assets) are as follows:

Combined total expense ratio Combined total expense ratio
after expense reimbursements before expense
and expense reductions for reimbursements and expense
each Freedom Fund and the reductions for each Freedom
underlying Fidelity funds Fund and the underlying
Fidelity funds

Freedom Income 0.67% 0.68%

Freedom 2000 0.73% 0.74%

Freedom 2010 0.79% 0.81%

Freedom 2020 0.82% 0.84%

Freedom 2030 0.84% 0.86%

Each Freedom Fund's combined total expense ratio is based on its
total operating expense ratio plus a weighted average of the total
operating expense ratios of the underlying Fidelity funds in which it
was invested (for each underlying Fidelity fund's most recently
reported fiscal-year) as of March 31, 2000. The combined total expense
ratios for each Freedom Fund may be higher or lower depending on the
allocation of a fund's assets among the underlying Fidelity funds and
the actual expenses of the underlying Fidelity funds.

This EXAMPLE helps you compare the cost of investing in the Freedom
Funds with the cost of investing in other mutual funds.

Let's say, hypothetically, that each Freedom Fund's annual return is
5%, that your shareholder fees are exactly as described in the fee
table, and that each Freedom Fund's combined total expense ratio
includes each Freedom Fund's annual operating expenses exactly as
described in the fee table and the weighted average of the total
operating expenses of each of the underlying Fidelity funds, before
expense reductions. This example illustrates the effect of fees and
expenses, but is not meant to suggest actual or expected fees and
expenses or returns, all of which may vary. For every $10,000 you
invested, here's how much you would pay in total expenses if you close
your account at the end of each time period indicated:

FREEDOM INCOME 1 year $ 69

3 years $ 217

5 years $ 378

10 years $ 845

FREEDOM 2000 1 year $ 76

3 years $ 238

5 years $ 414

10 years $ 924

FREEDOM 2010 1 year $ 83

3 years $ 258

5 years $ 449

10 years $ 1,000

FREEDOM 2020 1 year $ 86

3 years $ 269

5 years $ 468

10 years $ 1,041

FREEDOM 2030 1 year $ 88

3 years $ 274

5 years $ 475

10 years $ 1,058

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

Each of FREEDOM 2000 FUND, FREEDOM 2010 FUND, FREEDOM 2020 FUND, and
FREEDOM 2030 FUND seeks high total return.

FREEDOM INCOME FUND seeks high current income and, as a secondary
objective, capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Strategic Advisers invests each Freedom Fund's assets in a combination
of Fidelity funds: domestic and international equity funds,
investment-grade and high yield fixed-income funds, and money market
funds (underlying Fidelity funds). The Freedom Funds differ primarily
due to their asset allocations among these fund types. The target
asset allocation strategy for each Freedom Fund is designed to provide
an approach to asset allocation that is neither overly aggressive nor
overly conservative.

Strategic Advisers allocates the assets of each Freedom Fund with a
target retirement date (Freedom 2000, Freedom 2010, Freedom 2020, and
Freedom 2030) among underlying Fidelity funds according to an asset
allocation strategy that becomes increasingly conservative over time.
Each fund's name refers to the approximate retirement year of the
investors for whom the fund's asset allocation strategy is designed.
For example, Freedom 2030 is designed for investors planning to retire
around the year 2030. Freedom 2030, whose target retirement is
approximately 30 years away, will start with a relatively aggressive
target asset allocation, with a substantial portion of its assets
invested in equity funds and a modest portion of its assets invested
in fixed-income funds. By contrast, Freedom 2000, which has reached
its target retirement year, has a conservative target asset
allocation, with less than half of its assets invested in equity funds
and the majority of its assets invested in fixed-income and money
market funds.

Freedom Income is designed for investors in their retirement years.
Strategic Advisers allocates the fund's assets according to a stable
target asset allocation that emphasizes fixed-income and money market
funds but also includes a small amount of equity funds.

The table below lists the underlying Fidelity funds in which each
Freedom Fund currently may invest and each Freedom Fund's approximate
target asset allocation to each underlying Fidelity fund as of March
31, 2000. Strategic Advisers may change these percentages over time.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fund Categories Freedom Income Freedom 2000 Freedom 2010 Freedom 2020 Freedom 2030

EQUITY FUNDS
DOMESTIC EQUITY FUNDS

Fidelity Blue Chip Growth Fund 3% 5% 7% 9% 11%

Fidelity Disciplined Equity 3% 5% 7% 9% 11%
Fund

Fidelity Equity-Income Fund 3% 5% 7% 9% 11%

Fidelity Fund 3% 5% 7% 9% 11%

Fidelity Growth & Income 3% 5% 7% 9% 11%
Portfolio

Fidelity Growth Company Fund 3% 5% 7% 9% 11%

Fidelity OTC Portfolio 2% 3% 5% 6% 7%

INTERNATIONAL EQUITY FUNDS

Fidelity Diversified 0% 1% 2% 3% 3%
International Fund

Fidelity Europe Fund 0% 1% 2% 4% 5%

Fidelity Japan Fund 0% <1% 1% 1% 1%

Fidelity Overseas Fund 0% 1% 2% 3% 3%

Fidelity Southeast Asia Fund 0% <1% <1% 1% 1%

FIXED-INCOME FUNDS
INVESTMENT-GRADE FIXED-INCOME
FUNDS

Fidelity Government Income Fund 15% 15% 13% 7% 3%

Fidelity Intermediate Bond Fund 10% 10% 8% 5% 2%

Fidelity Investment Grade 15% 15% 13% 7% 3%
Bond Fund

HIGH YIELD FIXED-INCOME FUND

Fidelity Capital & Income Fund 0% 3% 6% 8% 8%

MONEY MARKET FUND

Fidelity Money Market Trust: 40% 23% 6% 0% 0%
Retirement Money Market
Portfolio

Note: The allocation
percentages may not add to
100% due to rounding.

</TABLE>

The chart below illustrates each Freedom Fund's approximate target
asset allocation among equity, fixed-income, and money market funds as
of March 31, 2000. The chart also illustrates how these allocations
may change over time. The Freedom Funds' target asset allocations may
differ from this illustration.

DESCRIPTION OF CHART WHICH APPEARS ON PAGE 19 OF THE FIDELITY FREEDOM
FUNDS' PROSPECTUS:The chart is a rectangular box. The x-axis (the
bottom of the box) charts, from left to right, years to retirement and
years after retirement in five-year intervals, counting down from 40
years to retirement, reaching retirement, and then counting up to 15
years after retirement. Immediately below and parallel to the x-axis
is a straight line with an arrow at each end. A perpendicular line
crosses the line at retirement and the word "Retirement" appears below
the perpendicular line. The words "Years to Retirement" appear below
the parallel line to the left of the perpendicular line, and the words
"Years after Retirement" appear below the parallel line to the right
of the perpendicular line. The y-axis (the left side of the box) is
marked in ten percentage point intervals up from 0% to 100% to
indicate the percentage of assets allocated to equity, fixed-income,
and money market funds.The Freedom Funds are positioned along the top
of the box at 33, 23, 13, and 3 years to retirement for Freedom 2030
Fund, Freedom 2020 Fund, Freedom 2010 Fund, and Freedom 2000 Fund,
respectively. Freedom Income Fund is positioned at the top of the box
at 8 years after retirement. Each Fund's position is indicated with a
downward pointing solid triangle.Inside the box are vertical lines
(from the top of the box to the bottom of the box) at each of the
five-year intervals marked on the x-axis. Also inside the box,
directly below each Fund's position, are data points that indicate the
target asset allocation for that Fund as of March 31, 2000. The first
set of data points is charted at 83%, 74%, 54%, 35%, and 20% for
Freedom 2030 Fund, Freedom 2020 Fund, Freedom 2010 Fund, Freedom 2000
Fund, and Freedom Income Fund, respectively. The second set of data
points is charted at 94%, 78%, and 60% for Freedom 2010 Fund, Freedom
2000 Fund, and Freedom Income Fund, respectively. The data points are
indicated by a solid circle.The data points in each set are connected
by a dotted line. The area on the chart from the x-axis up to the
dotted line connecting the first set of data points (the "first dotted
line") represents the percentage allocation in equity funds. The
words "Equity Funds" appear in this area. The area on the chart from
the first dotted line up to the dotted line connecting the second set
of data points (the "second dotted line") represents the percentage
allocation in fixed-income funds. The words "Fixed-Income Funds"
appear in this area. The area on the chart from the second dotted
line up to the top of the chart represents the percentage allocation
in money market funds. The words "Money Market Funds" appear in this
area.

When the target asset allocation of a Freedom Fund with a target
retirement date matches Freedom Income's target asset allocation
(approximately five to ten years after the fund's retirement date), it
is expected that the fund will be combined with Freedom Income and the
fund's shareholders will become shareholders of Freedom Income.

Strategic Advisers intends to manage each Freedom Fund according to
its target asset allocation strategy, and does not intend to trade
actively among underlying Fidelity funds or intend to attempt to
capture short-term market opportunities. However, Strategic Advisers
may modify the target asset allocation strategy for any Freedom Fund
and modify the selection of underlying Fidelity funds for any Freedom
Fund from time to time.

DESCRIPTION OF UNDERLYING FIDELITY FUNDS

Although the underlying Fidelity funds are categorized generally as
equity (domestic or international), fixed-income (investment-grade or
high yield) and money market funds, many of the underlying Fidelity
funds may invest in a mix of securities of foreign and domestic
issuers, investment-grade and high yield bonds, and other securities.

DOMESTIC EQUITY FUNDS

FIDELITY BLUE CHIP GROWTH FUND seeks growth of capital over the long
term.

FMR normally invests the fund's assets primarily in common stocks of
well-known and established companies.

FMR normally invests at least 65% of the fund's total assets in blue
chip companies. FMR defines blue chip companies to include those with
a market capitalization of at least $200 million, if the company's
stock is included in the S&P 500 or the Dow Jones Industrial Average,
or $1 billion if not included in either index.

FMR invests the fund's assets in companies FMR believes have
above-average growth potential. Growth may be measured by factors such
as earnings or revenue. Companies with high growth potential tend to
be companies with higher than average price/earnings (P/E) ratios.
Companies with strong growth potential often have new products,
technologies, distribution channels, or other opportunities, or have a
strong industry or market position. The stocks of these companies are
often called "growth" stocks.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates, and management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.

FIDELITY DISCIPLINED EQUITY FUND seeks capital growth.

FMR normally invests at least 65% of the fund's total assets in common
stocks.

FMR seeks to reduce the impact of industry weightings on the
performance of the fund by considering each industry's weighting in
the S&P 500 when allocating the fund's investments across industries.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR uses a disciplined
approach that involves computer-aided, quantitative analysis supported
by fundamental analysis. FMR's computer model systematically reviews
thousands of stocks, using data such as historical earnings, dividend
yield, earnings per share, and other quantitative factors. Then, the
issuers of potential investments are analyzed further using
fundamental factors such as growth potential, earnings estimates, and
financial condition.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FIDELITY EQUITY-INCOME FUND seeks reasonable income. In pursuing this
objective, the fund will also consider the potential for capital
appreciation. The fund seeks a yield for its shareholders that exceeds
the yield on the securities comprising the S&P 500.

FMR normally invests at least 65% of the fund's total assets in
income-producing equity securities. FMR may also invest the fund's
assets in other types of equity securities and debt securities,
including lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR's emphasis on above-average income-producing equity securities
tends to lead to investments in large cap "value" stocks. However, FMR
is not constrained by any particular investment style. In buying and
selling securities for the fund, FMR relies on fundamental analysis of
each issuer and its potential for success in light of its current
financial condition, its industry position, and economic and market
conditions. Factors considered include growth potential, earnings
estimates, and management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FIDELITY FUND seeks long-term capital growth.

FMR normally invests the fund's assets primarily in common stocks.
FMR, to some extent, limits the emphasis on the fund's growth
objective by investing a portion of the fund's assets in securities
selected for their current income characteristics. FMR may from time
to time invest a portion of the fund's assets in bonds, including
lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any
given time, FMR may tend to buy "growth" stocks or "value" stocks, or
a combination of both types. In buying and selling securities for the
fund, FMR relies on fundamental analysis of each issuer and its
potential for success in light of its current financial condition, its
industry position, and economic and market conditions. Factors
considered include growth potential, earnings estimates, and
management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FIDELITY GROWTH & INCOME PORTFOLIO seeks high total return through a
combination of current income and capital appreciation.

FMR normally invests a majority of the fund's assets in common stocks
with a focus on those that pay current dividends and show potential
for capital appreciation. FMR may also invest the fund's assets in
bonds, including lower-quality debt securities, as well as stocks that
are not currently paying dividends, but offer prospects for future
income or capital appreciation.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FIDELITY GROWTH COMPANY FUND seeks capital appreciation.

FMR normally invests the fund's assets primarily in common stocks.

FMR invests the fund's assets in companies FMR believes have
above-average growth potential. Growth may by measured by factors such
as earnings or revenue.

Companies with high growth potential tend to be companies with higher
than average price/earnings (P/E) ratios. Companies with strong growth
potential often have new products, technologies, distribution
channels, or other opportunities, or have a strong industry or market
position. The stocks of these companies are often called "growth"
stocks.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FIDELITY OTC PORTFOLIO seeks capital appreciation.

FMR normally invests the fund's assets primarily in common stocks.

FMR normally invests at least 65% of the fund's total assets in
securities principally traded on the over-the-counter (OTC) market.
OTC securities are securities principally traded on the OTC market (a
telephone or computer network that connects securities dealers).
However, OTC securities can be listed for trading on the New York or
American Stock Exchange or a foreign exchange and may include American
Depositary Receipts and securities eligible for unlisted trading
privileges on such exchanges. Securities that begin to trade
principally on an exchange after purchase continue to be considered
OTC securities for the purpose of the 65% policy. OTC securities can
be issued by companies of any size. However, the OTC market has more
small and medium-sized companies than other markets. FMR may also
invest the fund's assets in non-OTC securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any
given time, FMR may tend to buy "growth" stocks or "value" stocks or a
combination of both types. In buying and selling securities for the
fund, FMR relies on fundamental analysis of each issuer and its
potential for success in light of its current financial condition, its
industry position, and economic and market conditions. Factors
considered include growth potential, earnings estimates, and
management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INTERNATIONAL EQUITY FUNDS

FIDELITY DIVERSIFIED INTERNATIONAL FUND seeks capital growth.

FMR normally invests at least 65% of the fund's total assets in
foreign securities. FMR normally invests the fund's assets primarily
in common stocks.

FMR normally diversifies the fund's investments across different
countries and regions. In allocating the fund's investments across
countries and regions, FMR will consider the size of the market in
each country and region relative to the size of the international
market as a whole.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FIDELITY EUROPE FUND seeks growth of capital over the long-term.

FMR normally invests at least 65% of the fund's total assets in
securities of issuers that have their principal activities in Europe.
Europe includes Austria, Belgium, Belarus, Bulgaria, the Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary,
Ireland, Italy, Latvia, Lithuania, Luxembourg, the Netherlands,
Norway, Poland, Portugal, Russia, Slovakia, Slovenia, Spain, Sweden,
Switzerland, Turkey, and the United Kingdom. FMR normally invests the
fund's assets primarily in common stocks.

FMR normally diversifies the fund's investments across different
European countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in Europe as a whole.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FIDELITY JAPAN FUND seeks long-term growth of capital.

FMR normally invests at least 65% of the fund's total assets in
securities of Japanese issuers. FMR normally invests the fund's assets
primarily in common stocks.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FIDELITY OVERSEAS FUND seeks long-term growth of capital.

FMR normally invests at least 65% of the fund's total assets in
foreign securities. FMR normally invests the fund's assets primarily
in common stocks.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FIDELITY SOUTHEAST ASIA FUND seeks capital appreciation.

FMR normally invests at least 65% of the fund's total assets in
securities of Southeast Asian issuers. Southeast Asia includes Hong
Kong, Indonesia, South Korea, Malaysia, the Philippines, the People's
Republic of China, Singapore, Taiwan, and Thailand. FMR normally
invests the fund's assets primarily in common stocks.

FMR normally diversifies the fund's investments across different
Southeast Asian countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in Southeast Asia as a whole.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT-GRADE FIXED-INCOME FUNDS

FIDELITY GOVERNMENT INCOME FUND seeks a high level of current income,
consistent with preservation of principal.

FMR normally invests the fund's assets in U.S. Government securities
and instruments related to U.S. Government securities. FMR normally
invests at least 65% of the fund's total assets in U.S. Government
securities. FMR does not currently intend to invest more than 40% of
the fund's assets in mortgage securities.

FMR uses the Lehman Brothers Government Bond Index as a guide in
structuring the fund and selecting its investments. FMR manages the
fund to have similar overall interest rate risk to the index. As of
July 31, 1999 , the dollar-weighted average maturity of the fund
and the index was approximately 8.6 and 8.9 years,
respectively. In determining a security's maturity for purposes of
calculating the fund's average maturity, an estimate of the average
time for its principal to be paid may be used. This can be
substantially shorter than its stated maturity.

FMR allocates the fund's assets among different market sectors (for
example, U.S. Treasury or U.S. Government agency securities) and
different maturities based on its view of the relative value of each
sector or maturity.

Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.

In buying and selling securities for the fund, FMR analyzes a
security's structural features and current price compared to its
estimated long-term value, any short-term trading opportunities
resulting from market inefficiencies, and the credit quality of its
issuer.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rates, or other factors that affect security
values. If FMR's strategies do not work as intended, the fund may not
achieve its objective.

FIDELITY INTERMEDIATE BOND FUND seeks a high level of current income.

FMR normally invests the fund's assets in U.S. dollar-denominated
investment-grade bonds (those of medium and high quality).

FMR uses the Lehman Brothers Intermediate Government/Corporate Bond
Index as a guide in structuring the fund and selecting its
investments. FMR manages the fund to have similar overall interest
rate risk to the index. In addition, the fund normally maintains a
dollar-weighted average maturity between three and 10 years. As of
April 30, 1999 , the dollar-weighted average maturity of the
fund and the index was approximately 5.5 and 4.4 years,
respectively. In determining a security's maturity for purposes of
calculating the fund's average maturity, an estimate of the average
time for its principal to be paid may be used. This can be
substantially shorter than its stated maturity.

FMR allocates the fund's assets among different market sectors (for
example, corporate or government securities) and different maturities
based on its view of the relative value of each sector or maturity.

To earn additional income for the fund, FMR may use a trading strategy
that involves selling mortgage securities and simultaneously agreeing
to purchase similar securities on a later date at a set price. This
trading strategy may result in an increased portfolio turnover rate
which increases transaction costs and may increase taxable gains.

FIDELITY INVESTMENT GRADE BOND FUND seeks a high level of current
income.

FMR normally invests the fund's assets in U.S. dollar-denominated
investment-grade bonds (those of medium and high quality).

FMR uses the Lehman Brothers Aggregate Bond Index as a guide in
structuring the fund and selecting its investments. FMR manages the
fund to have similar overall interest rate risk to the index. As of
April 30, 1999 , the dollar-weighted average maturity of the
fund and the index was approximately 8.8 and 9.0 years,
respectively. In determining a security's maturity for purposes of
calculating the fund's average maturity, an estimate of the average
time for its principal to be paid may be used. This can be
substantially shorter than its stated maturity.

HIGH YIELD FIXED-INCOME FUND

FIDELITY CAPITAL & INCOME FUND seeks to provide a combination of
income and capital growth.

FMR invests the fund's assets in equity and debt securities. FMR has
the flexibility to invest the fund's assets in securities of any type
or quality, including defaulted securities, but expects to invest the
majority of the fund's assets in debt securities and convertible
securities, with an emphasis on lower-quality debt securities. Many
lower-quality debt securities are subject to legal or contractual
restrictions limiting FMR's ability to resell the securities to the
general public. FMR may invest in companies whose financial condition
is troubled or uncertain and that may be involved in bankruptcy
proceedings, reorganizations, or financial restructurings.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include a
security's structural features and current price compared to its
long-term value, and the earnings potential, credit standing, and
management of the security's issuer.

MONEY MARKET FUND

RETIREMENT MONEY MARKET PORTFOLIO seeks to obtain as high a level of
current income as is consistent with the preservation of capital and
liquidity.

FMR invests the fund's assets in U.S. dollar-denominated money market
securities of domestic and foreign issuers and repurchase agreements.
FMR also may enter into reverse repurchase agreements for the fund.

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity, and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity, and
income.

PRINCIPAL INVESTMENT RISKS

Many factors affect each Freedom Fund's performance. Each Freedom
Fund's share price and Freedom Income's yield change daily based on
the performance of the underlying Fidelity funds in which it invests.
The ability of each Freedom Fund to meet its investment objective is
directly related to its target asset allocation among underlying
Fidelity funds and the ability of those funds to meet their investment
objectives. When you sell your shares of a Freedom Fund, they could be
worth more or less than what you paid for them.

The following factors can significantly affect a Freedom Fund's
performance:

STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market, and economic developments. In
the short term, equity prices can fluctuate dramatically in response
to these developments. Different parts of the market and different
types of equity securities can react differently to these
developments. For example, large cap stocks can react differently from
small cap stocks, and "growth" stocks can react differently from
"value" stocks. Issuer, political, or economic developments can affect
a single issuer, issuers within an industry or economic sector or
geographic region, or the market as a whole.

INTEREST RATE CHANGES. Debt and money market securities have varying
levels of sensitivity to changes in interest rates. In general, the
price of a debt or money market security can fall when interest rates
rise and can rise when interest rates fall. Securities with longer
maturities, mortgage securities, and the securities of issuers in the
financial services sector can be more sensitive to interest rate
changes. In other words, the longer the maturity of a security, the
greater the impact a change in interest rates could have on the
security's price. In addition, short-term and long-term interest rates
do not necessarily move in the same amount or the same direction.
Short-term securities tend to react to changes in short-term interest
rates, and long-term securities tend to react to changes in long-term
interest rates.

FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign
operations, and securities for which an entity located in a foreign
country provides credit support or a maturity-shortening structure can
involve additional risks relating to political, economic, or
regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial, and other operational risks; and the
less stringent investor protection and disclosure standards of some
foreign markets. All of these factors can make foreign investments,
especially those in emerging markets, more volatile and potentially
less liquid than U.S. investments. In addition, foreign markets can
perform differently from the U.S. market.

Investing in emerging markets can involve risks in addition to and
greater than those generally associated with investing in more
developed foreign markets. The extent of economic development;
political stability; market depth, infrastructure, and capitalization;
and regulatory oversight can be less than in more developed markets.
Emerging market economies can be subject to greater social, economic,
regulatory, and political uncertainties. All of these factors can make
emerging market securities more volatile and potentially less liquid
than securities issued in more developed markets.

GEOGRAPHIC CONCENTRATION. Political and economic conditions and
changes in regulatory, tax, or economic policy in a country could
significantly affect the market in that country and in surrounding or
related countries.

ASIA. Asia includes countries in all stages of economic development,
from the highly developed economy of Japan to the emerging market
economy of the People's Republic of China. Most Asian economies are
characterized by over-extension of credit, currency devaluations and
restrictions, rising unemployment, high inflation, decreased exports,
and economic recessions. Currency devaluations in any one country can
have a significant effect on the entire region. Recently, the markets
in each Asian country have suffered significant downturns as well as
significant volatility. Increased political and social unrest in some
or all Asian countries could cause further economic and market
uncertainty.

The JAPANESE economy is currently in a recession. The economy is
characterized by government intervention and protectionism, an
unstable financial services sector, and relatively high unemployment.
Economic growth is dependent on international trade, government
support of the financial services sector and other troubled sectors,
and consistent government policy. The United States is Japan's largest
single trading partner, but close to half of Japan's trade is
conducted with developing nations, almost all of which are in
Southeast Asia.

The SOUTHEAST ASIA economies are generally in recessions. Many of
their economies are characterized by high inflation, undeveloped
financial services sectors, and heavy reliance on international trade.
Currency devaluations or restrictions, political and social
instability, and general economic conditions have resulted in
significant market downturns and volatility. A small number of
companies and industries represent a large portion of the market in
many Southeast Asian countries.

EUROPE. Europe includes both developed and emerging markets. Most
developed countries in Western Europe are members of the European
Union (EU), and many are also members of the EMU, which requires
compliance with restrictions on inflation rates, deficits, and debt
levels. Unemployment in Europe is historically high. Many Eastern
European countries continue to move toward market economies. However,
their markets remain relatively undeveloped and can be particularly
sensitive to political and economic developments. The tight fiscal and
monetary controls necessary to join the EMU can significantly affect
every country in Europe.

FINANCIAL SERVICES EXPOSURE. Financial services companies are highly
dependent on the supply of short-term financing. The value of
securities of issuers in the financial services sector can be
sensitive to changes in government regulation and interest rates and
to economic downturns in the United States and abroad.

PREPAYMENT. Many types of debt securities, including mortgage
securities, are subject to prepayment risk. Prepayment occurs when the
issuer of a security can repay principal prior to the security's
maturity. Securities subject to prepayment can offer less potential
for gains during a declining interest rate environment and similar or
greater potential for loss in a rising interest rate environment. In
addition, the potential impact of prepayment features on the price of
a debt security can be difficult to predict and result in greater
volatility.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities. Entities providing credit support or
a maturity-shortening structure also can be affected by these types of
changes. If the structure of a security fails to function as intended,
the security could decline in value. The value of securities of
smaller, less well-known issuers can be more volatile than that of
larger issuers. Smaller issuers can have more limited product lines,
markets or financial resources. Lower-quality debt securities (those
of less than investment-grade quality) tend to be more sensitive to
these changes than higher-quality debt securities.

Lower-quality debt securities involve greater risk of default or price
changes due to changes in the credit quality of the issuer. The value
of lower-quality debt securities often fluctuates in response to
company, political, or economic developments and can decline
significantly over short periods of time or during periods of general
or regional economic difficulty. Lower-quality debt securities can be
thinly traded or have restrictions on resale, making them difficult to
sell at an acceptable price. The default rate for lower-quality debt
securities is likely to be higher during economic recessions or
periods of high interest rates.

"GROWTH" INVESTING. "Growth" stocks can react differently to issuer,
political, market, and economic developments than the market as a
whole and other types of stocks. "Growth" stocks tend to be more
expensive relative to their earnings or assets compared to other types
of stocks. As a result, "growth" stocks tend to be sensitive to
changes in their earnings and more volatile than other types of
stocks.

"VALUE" INVESTING. "Value" stocks can react differently to issuer,
political, market, and economic developments than the market as a
whole and other types of stocks. "Value" stocks tend to be inexpensive
relative to their earnings or assets compared to other types of
stocks. However, "value" stocks can continue to be inexpensive for
long periods of time and may not ever realize their full value.

QUANTITATIVE INVESTING. The value of securities selected using
quantitative analysis can react differently to issuer, political,
market, and economic developments than the market as a whole or
securities selected using only fundamental analysis. The factors used
in quantitative analysis and the weight placed on those factors may
not be predictive of a security's value. In addition, factors that
affect a security's value can change over time and these changes may
not be reflected in the quantitative model.

In response to market, economic, political, or other conditions,
Strategic Advisers may temporarily use a different investment strategy
for defensive purposes. If Strategic Advisers does so, different
factors could affect a Freedom Fund's performance and the fund may not
achieve its investment objective.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

Each of FREEDOM 2000 FUND, FREEDOM 2010 FUND, FREEDOM 2020 FUND, AND
FREEDOM 2030 FUND seeks high total return.

FREEDOM INCOME FUND seeks high current income and, as a secondary
objective, capital appreciation.

VALUING SHARES

Each fund is open for business each day the New York Stock Exchange
(NYSE) is open.

Each fund's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates each fund's NAV as of the close of
business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV
may be calculated earlier if trading on the NYSE is restricted or as
permitted by the Securities and Exchange Commission (SEC). Each fund's
assets are valued as of this time for the purpose of computing the
fund's NAV.

To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.

The assets of each Freedom Fund consist primarily of shares of the
underlying Fidelity funds, which are valued at their respective NAVs.
Most underlying Fidelity fund assets are valued primarily on the basis
of market quotations or on the basis of information furnished by a
pricing service. Certain short-term securities are valued on the basis
of amortized cost. If market quotations or information furnished by a
pricing service is not available for a security held by an underlying
Fidelity fund or if the value of a security held by an underlying
Fidelity fund has been materially affected by events occurring after
the close of the exchange or market on which the security is
principally traded (for example, a foreign exchange or market), that
security may be valued by another method that the Board of Trustees
believes accurately reflects fair value. A security's valuation may
differ depending on the method used for determining value. A money
market underlying Fidelity fund's assets are valued on the basis of
amortized cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

Fidelity Investments(registered trademark) was established in 1946 to
manage one of America's first mutual funds. Today, Fidelity is the
largest mutual fund company in the country, and is known as an
innovative provider of high-quality financial services to individuals
and institutions.

In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage
Services, Inc. (FBSI). Fidelity is also a leader in providing
tax-advantaged retirement plans for individuals investing on their own
or through their employer.

For account, product and service information, please use the following
web site and phone numbers:

(small solid bullet) For information over the Internet, visit
Fidelity's web site at www.fidelity.com.

(small solid bullet) For accessing account information automatically
by phone, use Fidelity Automated Service Telephone (FAST(registered
trademark)), 1-800-544-5555.

(small solid bullet) For exchanges, redemptions, and account
assistance, 1-800-544-6666.

(small solid bullet) For mutual fund and brokerage information,
1-800-544-6666.

(small solid bullet) For retirement information, 1-800-544-4774.

(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).

Please use the following addresses:

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5587

You may buy or sell shares of the funds through a retirement account
or an investment professional. If you invest through a retirement
account or an investment professional, the procedures for buying,
selling, and exchanging shares of a fund and the account features and
policies may differ. Additional fees may also apply to your investment
in a fund, including a transaction fee if you buy or sell shares of
the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone or
electronically, may be unavailable or delayed (for example, during
periods of unusual market activity). In addition, the level and type
of service available may be restricted based on criteria established
by Fidelity.

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)
(solid bullet) 403(B) CUSTODIAL ACCOUNTS
(solid bullet) DEFERRED COMPENSATION PLANS (457 PLANS)

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST
FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES

The price to buy one share of each fund is the fund's NAV. Each fund's
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your
investment is received in proper form.

Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity funds, and accounts under
common ownership or control.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.

Certain financial institutions that have entered into sales agreements
with Fidelity Distributors Corporation (FDC) may enter confirmed
purchase orders on behalf of customers by phone, with payment to
follow no later than the time when a fund is priced on the following
business day. If payment is not received by that time, the order will
be canceled and the financial institution could be held liable for
resulting fees or losses.

MINIMUMS

TO OPEN AN ACCOUNT $2,500

For certain Fidelity retirement accountsA $500

TO ADD TO AN ACCOUNT $250

Through regular investment plans $100

MINIMUM BALANCE $2,000

For certain Fidelity retirement accountsA $500

A FIDELITY TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH
ACCOUNTS.

There is no minimum account balance or initial or subsequent purchase
minimum for investments through Fidelity Portfolio Advisory
ServicesSM, certain Fidelity retirement accounts funded through salary
deduction, or accounts opened with the proceeds of distributions from
such retirement accounts. In addition, each fund may waive or lower
purchase minimums in other circumstances.

KEY INFORMATION

PHONE 1-800-544-6666 TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.
(small solid bullet) Use
Fidelity Money
Line(registered trademark)
to transfer from your bank
account.

INTERNET WWW.FIDELITY.COM TO OPEN AN ACCOUNT
(small solid bullet) Complete
and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address
under "Mail" below.

TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
(small solid bullet) Use
Fidelity Money Line to
transfer from your bank
account.

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770001 CINCINNATI, (small solid bullet) Complete
OH 45277-0002 and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address at
left.

TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.
(small solid bullet) Exchange
from another Fidelity fund.
Send a letter of instruction
to the address at left,
including your name, the
funds' names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.

IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to a Fidelity Investor
Center. Call 1-800-544-9797
for the center nearest you.

TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to a Fidelity
Investor Center. Call
1-800-544-9797 for the
center nearest you.

WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
1-800-544-6666 to set up
your account and to arrange
a wire transaction.
(small solid bullet) Wire
within 24 hours to: Bankers
Trust Company, Bank Routing
# 021001033, Account #
00163053.
(small solid bullet) Specify
the complete name of the
fund and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00163053.
(small solid bullet) Specify
the complete name of the
fund and include your fund
account number and your name.

AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Automatic Account
Builder(registered
trademark) or Direct Deposit.
(small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from a
Fidelity money market fund.

SELLING SHARES

The price to sell one share of each fund is the fund's NAV.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 15 or 30 days, depending on your account;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.

When you place an order to sell shares, note the following:

(small solid bullet) If you are selling some but not all of your
shares, leave at least $2,000 worth of shares in the account to keep
it open ($500 for retirement accounts), except accounts not subject to
account minimums.

(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
a fund.

(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.

(small solid bullet) Redemption proceeds may be paid in securities or
other property rather than in cash if Strategic Advisers
determines it is in the best interests of a fund.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE 1-800-544-6666 (small solid bullet) Call the
phone number at left to
initiate a wire transaction
or to request a check for
your redemption.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

(small solid bullet) Exchange
to another Fidelity fund.
Call the phone number at left.

INTERNET WWW.FIDELITY.COM (small solid bullet) Exchange
to another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 660602 DALLAS, TX SOLE PROPRIETORSHIP, UGMA,
75266-0602 UTMA
(small solid bullet) Send a
letter of instruction to the
address at left, including
your name, the fund's name,
your fund account number,
and the dollar amount or
number of shares to be sold.
The letter of instruction
must be signed by all
persons required to sign for
transactions, exactly as
their names appear on the
account.

RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call
1-800-544-6666 to request one.

TRUST
(small solid bullet) Send a
letter of instruction to the
address at left, including
the trust's name, the fund's
name, the trust's fund
account number, and the
dollar amount or number of
shares to be sold. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to the
address at left, including
the firm's name, the fund's
name, the firm's fund
account number, and the
dollar amount or number of
shares to be sold. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
1-800-544-6666 for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.

RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit a
Fidelity Investor Center to
request one. Call
1-800-544-9797 for the
center nearest you.

TRUST
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit a
Fidelity Investor Center for
instructions. Call
1-800-544-9797 for the
center nearest you.

AUTOMATICALLY (small solid bullet) Use
Personal Withdrawal Service
to set up periodic
redemptions from your account.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds including each of the
underlying Fidelity funds.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Each Freedom Fund may temporarily or permanently
terminate the exchange privilege of any investor who makes more than
four exchanges out of the fund per calendar year. Accounts under
common ownership or control will be counted together for purposes of
the four exchange limit.

(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.

(small solid bullet) Each fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

The funds may terminate or modify the exchange privileges in the
future.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 2 .00% of the amount exchanged. Check each
fund's prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
funds.

AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts, or out of your account. While
automatic investment programs do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC ACCOUNT
BUILDER TO MOVE MONEY FROM
YOUR BANK ACCOUNT TO A
FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES
$100 Monthly or quarterly (small solid bullet) To set
up for a new account,
complete the appropriate
section on the fund
application.

(small solid bullet) To set
up for existing accounts,
call 1-800-544-6666 or visit
Fidelity's web site for an
application.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
investment date.

DIRECT DEPOSIT TO SEND ALL OR
A PORTION OF YOUR PAYCHECK
OR GOVERNMENT CHECK TO A
FIDELITY FUND.A

MINIMUM FREQUENCY PROCEDURES
$100 Every pay period (small solid bullet) To set
up for a new account, check
the appropriate box on the
fund application.

(small solid bullet) To set
up for an existing account,
call 1-800-544-6666 or visit
Fidelity's web site for an
authorization form.

(small solid bullet) To make
changes you will need a new
authorization form. Call
1-800-544-6666 or visit
Fidelity's web site to
obtain one.

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

FIDELITY AUTOMATIC EXCHANGE
SERVICE TO MOVE MONEY FROM A
FIDELITY MONEY MARKET FUND
TO ANOTHER FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES
$100 Monthly, bimonthly, (small solid bullet) To set
quarterly, or annually up, call 1-800-544-6666
after both accounts are
opened.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
exchange date.

PERSONAL WITHDRAWAL SERVICE
TO SET UP PERIODIC
REDEMPTIONS FROM YOUR
ACCOUNT TO YOU OR TO YOUR
BANK ACCOUNT.

FREQUENCY PROCEDURES
Monthly (small solid bullet) To set
up, call 1-800-544-6666.

(small solid bullet) To make
changes, call Fidelity at
1-800-544-6666 at least
three business days prior to
your next scheduled
withdrawal date.

</TABLE>

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the wire feature before
using it. Complete the appropriate section on the application when
opening your account, or call 1-800-544-6666 to add the feature after
your account is opened. Call 1-800-544-6666 before your first use to
verify that this feature is set up on your account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

FIDELITY MONEY LINE
TO TRANSFER MONEY BETWEEN YOUR BANK ACCOUNT AND YOUR FUND ACCOUNT.

(small solid bullet) You must sign up for the Money Line feature
before using it. Complete the appropriate section on the application
and then call 1-800-544-6666 or visit Fidelity's web site before your
first use to verify that this feature is set up on your account.

(small solid bullet) Most transfers are complete within three business
days of your call.

(small solid bullet) Minimum purchase: $100

(small solid bullet) Maximum purchase: $100,000

FIDELITY ON-LINE XPRESS+(registered trademark)
TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.

CALL 1-800-544-0240 OR VISIT FIDELITY'S WEB SITE FOR MORE INFORMATION.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) For access to research and analysis tools.

FIDELITY ONLINE TRADING
TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) To obtain quotes;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) To access third-party research on companies,
stocks, mutual funds and the market.

FAST
TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE USING TOUCH
TONE OR SPEECH RECOGNITION.

CALL 1-800-544-5555.

(small solid bullet) For account balances and holdings;

(small solid bullet) For mutual fund and brokerage trading;

(small solid bullet) To obtain quotes;

(small solid bullet) To review orders and mutual fund activity; and

(small solid bullet) To change your personal identification number
(PIN).

POLICIES

The following policies apply to you as a shareholder.

COMBINATION WITH FREEDOM INCOME FUND. Each Freedom Fund with a target
retirement date may be combined with Freedom Income, without a vote of
shareholders, if the funds' Board of Trustees determines at the time
of the proposed combination that combining the funds is in the best
interests of the funds and their shareholders. Prior to a combination,
Fidelity will notify shareholders of a Freedom Fund with a target
retirement date of the combination and any tax consequences.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in a fund. Call Fidelity at 1-800-544-8544 if you
need additional copies of financial reports or prospectuses.

Electronic copies of most financial reports and prospectuses are
available at Fidelity's web site. To participate in Fidelity's
electronic delivery program, call Fidelity or visit Fidelity's web
site for more information.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions.

When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.

Fidelity may deduct an ANNUAL MAINTENANCE FEE of $12.00 from accounts
with a value of less than $2,500, subject to an annual maximum charge
of $24.00 per shareholder. It is expected that accounts will be valued
on the second Friday in November of each year. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to Fidelity, is designed to offset in part the
relatively higher costs of servicing smaller accounts. This fee will
not be deducted from Fidelity brokerage accounts, retirement accounts
(except non-prototype retirement accounts), accounts using regular
investment plans, or if total assets with Fidelity exceed $30,000.
Eligibility for the $30,000 waiver is determined by aggregating
accounts with Fidelity maintained by Fidelity Service Company, Inc. or
FBSI which are registered under the same social security number or
which list the same social security number for the custodian of a
Uniform Gifts/Transfers to Minors Act account.

If your ACCOUNT BALANCE falls below $2,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV on the day your account is closed.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Each Freedom Fund earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Each Freedom Fund also realizes capital
gains from its investments, and distributes these gains (less any
losses) to shareholders as capital gain distributions.

Each Freedom Fund with a target retirement date normally pays
dividends and capital gain distributions in May and December.

Freedom Income normally pays dividends monthly and pays capital gain
distributions in May and December.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each fund's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned
this option.

2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the fund. Your
dividends will be paid in cash.

3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.

4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in shares of another identically
registered Fidelity fund. Your capital gain distributions will be
automatically invested in shares of another identically registered
Fidelity fund, automatically reinvested in additional shares of the
fund, or paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.

If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES

As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.

TAXES ON DISTRIBUTIONS. Distributions you receive from each fund are
subject to federal income tax, and may also be subject to state or
local taxes.

For federal tax purposes, each fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income, while
each fund's distributions of long-term capital gains are taxable to
you generally as capital gains.

If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option.

TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in a fund generally is the difference
between the cost of your shares and the price you receive when you
sell them.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

Strategic Advisers, Inc. is each Freedom Fund's investment manager.

Fidelity Management & Research Company (FMR), an affiliate of
Strategic Advisers, is each underlying Fidelity fund's manager.

As of March 31, 2000 , Strategic Advisers had approximately
$ 21.1 billion in discretionary assets under management.

As of March 31, 2000, FMR had approximately $639.1 billion in
discretionary assets under management.

As the manager, Strategic Advisers administers the asset allocation
program for each Freedom Fund.

As the manager for the underlying Fidelity funds, FMR is responsible
for choosing each fund's investments and handling their business
affairs. FMR is also responsible for handling the business affairs for
each Freedom Fund.

Ren Cheng is Vice President and co-manager of the Freedom Funds, which
he has managed since inception. He also manages structured investments
for Fidelity Management Trust Company. Mr. Cheng joined Fidelity as a
portfolio manager in 1994. Previously, he was a senior portfolio
manager for Putnam Investments from 1985 to 1994.

Scott Stewart is Vice President and co-manager of the Freedom Funds,
which he has managed since inception. He also is a Senior Vice
President and head of Fidelity's structured equity group. Mr. Stewart
joined Fidelity in 1987 as a portfolio manager.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry, or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

Each Freedom Fund pays a management fee to Strategic Advisers. The
management fee is calculated and paid to Strategic Advisers every
month.

Strategic Advisers is responsible for the payment of all other
expenses of each Freedom Fund with limited exceptions.

Each Freedom Fund's annual management fee rate is 0.10% of its average
net assets.

For the fiscal year ended March 31, 2000, each Freedom Fund paid a
management fee of 0.08 % of the fund's average net assets, after
reimbursement.

Strategic Advisers pays FMR an administration fee for handling the
business affairs for each Freedom Fund.

Strategic Advisers may, from time to time, agree to reimburse the
funds for management fees above a specified limit. Strategic Advisers
retains the ability to be repaid by a fund if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be discontinued by Strategic Advisers at any
time, can decrease a fund's expenses and boost its performance.

FUND DISTRIBUTION

Fidelity Distributors Corporation (FDC) distributes each fund's
shares.

Each Freedom Fund has adopted a Distribution and Service Plan pursuant
to Rule 12b-1 under the Investment Company Act of 1940 that recognizes
that Strategic Advisers or FMR may use its management or
administration fee revenues, respectively, as well as its past profits
or its resources from any other source, to pay FDC for expenses
incurred in connection with providing services intended to result in
the sale of Freedom Fund shares and/or shareholder support services.
Strategic Advisers or FMR, directly or through FDC, may pay
significant amounts to intermediaries, such as banks,
broker-dealers , and other service-providers, that provide those
services. Currently, the Board of Trustees of each Freedom Fund has
authorized such payments.

If payments made by Strategic Advisers or FMR to FDC or to
intermediaries under a Distribution and Service Plan were considered
to be paid out of a Freedom Fund's assets on an ongoing basis, they
might increase the cost of your investment and might cost you more
than paying other types of sales charges.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

Strategic Advisers and FMR may allocate brokerage transactions in a
manner that takes into account the sale of shares of a fund, provided
that the fund receives brokerage services and commission rates
comparable to those of other broker-dealers.

No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related
statement of additional information (SAI), in connection with the
offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC. This prospectus and the related SAI do
not constitute an offer by the funds or by FDC to sell shares of the
funds to or to buy shares of the funds from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand
each fund's financial history for the period of the fund's operations.
Certain information reflects financial results for a single fund
share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the fund
(assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP ,
independent accountants, whose report, along with each fund's
financial highlights and financial statements, are included in each
fund's annual report. A free copy of each annual report is
available upon request.

FIDELITY FREEDOM INCOME FUND

Years ended March 31, 2000 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 11.25 $ 10.95 $ 10.06 $ 10.00
period

Income from Investment
Operations

Net investment income D .52 .49 .50 .22

Net realized and unrealized .45 .40 .96 (.02)
gain (loss)

Total from investment .97 .89 1.46 .20
operations

Less Distributions

From net investment income (.52) (.47) (.51) (.14)

From net realized gain (.12) (.12) (.06) -

Total distributions (.64) (.59) (.57) (.14)

Net asset value, end of period $ 11.58 $ 11.25 $ 10.95 $ 10.06

TOTAL RETURN B, C 8.96% 8.41% 14.88% 1.99%

RATIOS AND SUPPLEMENTAL DATA
(amounts do not include the
activity of the underlying
funds)

Net assets, end of period $ 306,834 $ 197,638 $ 55,472 $ 9,427
(000 omitted)

Ratio of expenses to average .08% F .08% F .08% F .08% A, F
net assets

Ratio of expenses to average .07% G .07% G .08% .08% A
net assets after expense
reductions

Ratio of net investment 4.59% 4.46% 4.71% 4.95% A
income to average net assets

Portfolio turnover rate 37% 29% 33% 32% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD OCTOBER 17, 1996 (COMMENCEMENT OF OPERATIONS) TO
MARCH 31, 1997.
F STRATEGIC ADVISERS AGREED TO REIMBURSE A PORTION OF THE FUND'S
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S
EXPENSE RATIO WOULD HAVE BEEN HIGHER.
G STRATEGIC ADVISERS OR THE FUND HAS ENTERED INTO VARYING
ARRANGEMENTS WITH THIRD PARTIES WHO EITHER PAID OR REDUCED A PORTION
OF THE FUND'S EXPENSES.

FIDELITY FREEDOM 2000 FUND

Years ended March 31, 2000 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 12.60 $ 11.98 $ 10.12 $ 10.00
period

Income from Investment
Operations

Net investment income D .50 .45 .60 .18

Net realized and unrealized 1.18 .78 1.71 .03
gain (loss)

Total from investment 1.68 1.23 2.31 .21
operations

Less Distributions

From net investment income (.52) (.40) (.33) (.09)

From net realized gain (.29) (.21) (.12) -

Total distributions (.81) (.61) (.45) (.09)

Net asset value, end of period $ 13.47 $ 12.60 $ 11.98 $ 10.12

TOTAL RETURN B, C 13.81% 10.51% 23.25% 2.09%

RATIOS AND SUPPLEMENTAL DATA
(amounts do not include the
activity of the underlying
funds)

Net assets, end of period $ 743,948 $ 563,718 $ 325,126 $ 15,946
(000 omitted)

Ratio of expenses to average .08% F .08% F .08% F .08% A, F
net assets

Ratio of expenses to average .07% G .07% G .08% .08% A
net assets after expense
reductions

Ratio of net investment 3.88% 3.76% 3.72% 4.00% A
income to average net assets

Portfolio turnover rate 37% 27% 24% 19% A

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FIDELITY FREEDOM 2010 FUND

Years ended March 31, 2000 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 13.76 $ 12.81 $ 10.15 $ 10.00
period

Income from Investment
Operations

Net investment income D .43 .36 .30 .11

Net realized and unrealized 2.27 1.22 2.82 .15
gain (loss)

Total from investment 2.70 1.58 3.12 .26
operations

Less Distributions

From net investment income (.49) (.35) (.37) (.11)

From net realized gain (.42) (.28) (.09) -

Total distributions (.91) (.63) (.46) (.11)

Net asset value, end of period $ 15.55 $ 13.76 $ 12.81 $ 10.15

TOTAL RETURN B, C 20.32% 12.65% 31.31% 2.59%

RATIOS AND SUPPLEMENTAL DATA
(amounts do not include the
activity of the underlying
funds)

Net assets, end of period $ 2,013,087 $ 1,088,909 $ 647,356 $ 23,600
(000 omitted)

Ratio of expenses to average .08% F .08% F .08% F .08% A, F
net assets

Ratio of expenses to average .07% G .07% G .08% .08% A
net assets after expense
reductions

Ratio of net investment 2.98% 2.82% 2.54% 2.56% A
income to average net assets

Portfolio turnover rate 33% 27% 20% 3% A

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FIDELITY FREEDOM 2020 FUND

Years ended March 31, 2000 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 14.55 $ 13.28 $ 10.21 $ 10.00
period

Income from Investment
Operations

Net investment income D .32 .27 .21 .08

Net realized and unrealized 3.43 1.55 3.33 .22
gain (loss)

Total from investment 3.75 1.82 3.54 .30
operations

Less Distributions

From net investment income (.35) (.28) (.34) (.09)

In excess of net investment (.10) - - -
income

From net realized gain (.57) (.27) (.13) -

Total distributions (1.02) (.55) (.47) (.09)

Net asset value, end of period $ 17.28 $ 14.55 $ 13.28 $ 10.21

TOTAL RETURN B, C 26.74% 14.00% 35.36% 2.99%

RATIOS AND SUPPLEMENTAL DATA
(amounts do not include the
activity of the underlying
funds)

Net assets, end of period $ 1,964,178 $ 994,648 $ 577,603 $ 14,958
(000 omitted)

Ratio of expenses to average .08% F .08% F .08% F .08% A, F
net assets

Ratio of expenses to average .07% G .07% G .08% .08% A
net assets after expense
reductions

Ratio of net investment 2.07% 2.03% 1.76% 1.75% A
income to average net assets

Portfolio turnover rate 28% 18% 15% 21% A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD OCTOBER 17,1996 (COMMENCEMENT OF OPERATIONS) TO
MARCH 31,1997.
F STRATEGIC ADVISERS AGREED TO REIMBURSE A PORTION OF THE FUND'S
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S
EXPENSE RATIO WOULD HAVE BEEN HIGHER.
G STRATEGIC ADVISERS OR THE FUND HAS ENTERED INTO VARYING
ARRANGEMENTS WITH THIRD PARTIES WHO EITHER PAID OR REDUCED A PORTION
OF THE FUND'S EXPENSES.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
FIDELITY FREEDOM 2030 FUND

Years ended March 31, 2000 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 14.55 $ 13.42 $ 10.21 $ 10.00
period

Income from Investment
Operations

Net investment income D .27 .25 .22 .08

Net realized and unrealized 3.91 1.60 3.42 .22
gain (loss)

Total from investment 4.18 1.85 3.64 .30
operations

Less Distributions

From net investment income (.28) (.24) (.17) (.09)

In excess of net investment (.13) - (.14) -
income

From net realized gain (.48) (.48) (.12) -

Total distributions (.89) (.72) (.43) (.09)

Net asset value, end of period $ 17.84 $ 14.55 $ 13.42 $ 10.21

TOTAL RETURN B, C 29.64% 14.29% 36.28% 2.99%

RATIOS AND SUPPLEMENTAL DATA
(amounts do not include the
activity of the underlying
funds)

Net assets, end of period $ 1,216,369 $ 365,657 $ 115,072 $ 5,725
(000 omitted)

Ratio of expenses to average .08% F .08% F .08% F .08% A, F
net assets

Ratio of expenses to average .07% G .07% G .08% .08% A
net assets after expense
reductions

Ratio of net investment 1.71% 1.87% 1.78% 1.71% A
income to average net assets

Portfolio turnover rate 26% 16% 34% 19% A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD OCTOBER 17,1996 (COMMENCEMENT OF OPERATIONS) TO
MARCH 31, 1997.
F STRATEGIC ADVISERS AGREED TO REIMBURSE A PORTION OF THE FUND'S
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S
EXPENSE RATIO WOULD HAVE BEEN HIGHER.
G STRATEGIC ADVISERS OR THE FUND HAS ENTERED INTO VARYING
ARRANGEMENTS WITH THIRD PARTIES WHO EITHER PAID OR REDUCED A PORTION
OF THE FUND'S EXPENSES.

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and recent market
conditions and the fund's investment strategies that affected
performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-544-8544. In addition, you may visit Fidelity's web site at
www.fidelity.com for a free copy of a prospectus or an annual or
semi-annual report or to request other information.

The SAI, the funds' annual and semi-annual reports and other related
materials are available from the Electronic Data Gathering, Analysis,
and Retrieval (EDGAR) Database on the SEC's web site
(http://www.sec.gov). You can obtain copies of this information, after
paying a duplicating fee, by sending a request by e-mail to
[email protected] or by writing the Public Reference Section of the
SEC, Washington, D.C. 20549-0102. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-202-942-8090 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-6440.

Fidelity Investments & (Pyramid) Design, Fidelity, Fidelity
Investments, Fidelity Money Line, Fidelity Automatic Account Builder,
Fidelity On-Line Xpress+, and Directed Dividends are registered
trademarks of FMR Corp.

Fidelity Freedom Funds, Fidelity Freedom Income Fund, Fidelity Freedom
2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund,
Fidelity Freedom 2030 Fund, and FAST are registered service
marks of FMR Corp.

Strategic Advisers and Fidelity Portfolio Advisory Services are
service marks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

1.702545.102 FF-pro-0500

FIDELITY FREEDOM FUNDS(registered trademark)
FIDELITY FREEDOM INCOME FUND(registered trademark)
FIDELITY FREEDOM 2000 FUND(registered trademark)
FIDELITY FREEDOM 2010 FUND(registered trademark)
FIDELITY FREEDOM 2020 FUND(registered trademark)
FIDELITY FREEDOM 2030 FUND(registered trademark)
FUNDS OF FIDELITY ABERDEEN STREET TRUST

STATEMENT OF ADDITIONAL INFORMATION
MAY 27, 2000

This statement of additional information (SAI) is not a prospectus.
Portions of each fund's annual report are incorporated herein.
The annual reports are supplied with this SAI.

To obtain a free additional copy of the prospectus, dated May 27,
2000, or an annual report, please call Fidelity(registered trademark)
at 1-800-544-8544 or visit Fidelity's web site at www.fidelity.com.

TABLE OF CONTENTS PAGE

Investment Policies and 38
Limitations

Special Considerations 46
Regarding Canada

Special Considerations 46
Regarding Europe

Special Considerations 47
Regarding Japan

Special Considerations 47
Regarding Asia Pacific
Region (ex Japan)

Special Considerations 48
Regarding Latin America

Special Considerations 48
Regarding Russia

Special Considerations 48
Regarding Africa

Portfolio Transactions 50

Valuation 52

Performance 52

Additional Purchase, Exchange 77
and Redemption Information

Distributions and Taxes 77

Trustees and Officers 78

Control of Investment Advisers 82

Management Contracts 82

Distribution Services 84

Transfer and Service Agent 85
Agreements

Description of the Trust 85

Financial Statements 86

Appendix 86

FF-ptb-0500
1.475644.102

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in
the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of a Freedom Fund's assets
that may be invested in any security or other asset, or sets forth a
policy regarding quality standards, such standard or percentage
limitation will be determined immediately after and as a result of the
Freedom Fund's acquisition of such security or other asset.
Accordingly, any subsequent change in values, net assets, or other
circumstances will not be considered when determining whether the
investment complies with the Freedom Fund's investment policies and
limitations.

A Freedom Fund's fundamental investment policies and limitations
cannot be changed without approval by a "majority of the outstanding
voting securities" (as defined in the Investment Company Act of 1940
(the 1940 Act)) of the fund. However, except for the fundamental
investment limitations listed below, the investment policies and
limitations described in this SAI are not fundamental and may be
changed without shareholder approval.

THE FOLLOWING ARE THE FREEDOM FUNDS' FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. EACH FREEDOM FUND MAY NOT:

(1) With respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;

(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;

(3) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;

(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;

(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry (provided that
investments in other investment companies shall not be considered an
investment in any particular industry for purposes of this investment
limitation);

(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);

(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or

(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.

(9) Each fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) Each fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.

(ii) Each fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.

(iii) Each fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).

(iv) Each fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.

(v) Each fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 15% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)

(vi) Each fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.

With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, each Freedom Fund were in a position
where more than 10% of its net assets were invested in illiquid
securities, it would consider appropriate steps to protect liquidity.

For the Freedom Funds' limitations on futures and options
transactions, see the section entitled "Limitations on Futures and
Options Transactions" on page 4.

Notwithstanding the foregoing investment limitations, the underlying
Fidelity funds in which the Freedom Funds may invest have adopted
certain investment limitations that may be more or less restrictive
than those listed above, thereby permitting a Freedom Fund to engage
indirectly in investment strategies that are prohibited under the
investment limitations listed above. The investment limitations of
each underlying Fidelity fund are set forth in its SAI.

In accordance with each Freedom Fund's investment program as set forth
in the prospectus, a Freedom Fund may invest more than 25% of its
assets in any one underlying Fidelity fund. However, each of the
underlying Fidelity funds in which a Freedom Fund may invest (other
than Fidelity Money Market Trust: Retirement Money Market Portfolio)
will not concentrate more than 25% of its total assets in any one
industry, except that Fidelity Money Market Trust: Retirement Money
Market Portfolio will invest more than 25% of its total assets in the
financial services industry.

INVESTMENT PRACTICES OF THE FREEDOM FUNDS

The following pages contain more detailed information about types of
instruments in which a Freedom Fund may invest, strategies Strategic
AdvisersSM may employ in pursuit of a Freedom Fund's investment
objective, and a summary of related risks. Strategic Advisers may not
buy all of these instruments or use all of these techniques unless it
believes that doing so will help a Freedom Fund achieve its goal.

BORROWING. Each Freedom Fund may borrow from banks or from other funds
advised by FMR or its affiliates, or through reverse repurchase
agreements. If a fund borrows money, its share price may be subject to
greater fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be
considered a form of leverage.

CASH MANAGEMENT. A fund can hold uninvested cash or can invest it in
cash equivalents such as money market securities, repurchase
agreements or shares of money market funds. Generally, these
securities offer less potential for gains than other types of
securities.

CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity, and diversification of their investments.

DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value
of each investment by the time remaining to its maturity, adding these
calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a
stated final maturity basis, although there are some exceptions to
this rule.

For example, if it is probable that the issuer of an instrument will
take advantage of a maturity-shortening device, such as a call,
refunding, or redemption provision, the date on which the instrument
will probably be called, refunded, or redeemed may be considered to be
its maturity date. Also, the maturities of mortgage securities,
including collateralized mortgage obligations, and some asset-backed
securities are determined on a weighted average life basis, which is
the average time for principal to be repaid. For a mortgage security,
this average time is calculated by estimating the timing of principal
payments, including unscheduled prepayments, during the life of the
mortgage. The weighted average life of these securities is likely to
be substantially shorter than their stated final maturity.

FUTURES CONTRACTS. In purchasing a futures contract, the buyer agrees
to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a
specified underlying instrument at a specified future date. The price
at which the purchase and sale will take place is fixed when the buyer
and seller enter into the contract. Some currently available futures
contracts are based on specific securities, such as U.S. Treasury
bonds or notes, and some are based on indices of securities prices,
such as the Standard & Poor's 500 Index (S&P 500(registered
trademark)). Futures can be held until their delivery dates, or can be
closed out before then if a liquid secondary market is available.

The value of a futures contract tends to increase and decrease in
tandem with the value of its underlying instrument. Therefore,
purchasing futures contracts will tend to increase a fund's exposure
to positive and negative price fluctuations in the underlying
instrument, much as if it had purchased the underlying instrument
directly. When a fund sells a futures contract, by contrast, the value
of its futures position will tend to move in a direction contrary to
the market. Selling futures contracts, therefore, will tend to offset
both positive and negative market price changes, much as if the
underlying instrument had been sold.

LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading
Commission (CFTC) and the National Futures Association, which regulate
trading in the futures markets. The funds intend to comply with Rule
4.5 under the Commodity Exchange Act, which limits the extent to which
the funds can commit assets to initial margin deposits and option
premiums.

In addition, each fund will not: (a) sell futures contracts, purchase
put options, or write call options if, as a result, more than 25% of
the fund's total assets would be hedged with futures and options under
normal conditions; (b) purchase futures contracts or write put options
if, as a result, the fund's total obligations upon settlement or
exercise of purchased futures contracts and written put options would
exceed 25% of its total assets under normal conditions; or (c)
purchase call options if, as a result, the current value of option
premiums for call options purchased by the fund would exceed 5% of the
fund's total assets. These limitations do not apply to options
attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.

The above limitations on the funds' investments in futures contracts
and options, and the funds' policies regarding futures contracts and
options discussed elsewhere in this SAI, may be changed as regulatory
agencies permit.

ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. Under the supervision of the Board of Trustees,
FMR, on behalf of Strategic Advisers, determines the liquidity of a
fund's investments and, through reports from FMR, the Board monitors
investments in illiquid securities. In determining the liquidity of a
fund's investments, FMR may consider various factors, including (1)
the frequency and volume of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, and (4) the nature of the security and
the market in which it trades (including any demand, put or tender
features, the mechanics and other requirements for transfer, any
letters of credit or other credit enhancement features, any ratings,
the number of holders, the method of soliciting offers, the time
required to dispose of the security, and the ability to assign or
offset the rights and obligations of the security).

INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by FMR or its affiliates. A fund will lend
through the program only when the returns are higher than those
available from an investment in repurchase agreements, and will borrow
through the program only when the costs are equal to or lower than the
cost of bank loans. Interfund loans and borrowings normally extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. A fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.

INVESTMENT-GRADE DEBT SECURITIES. Investment-grade debt securities are
medium and high-quality securities. Some may possess speculative
characteristics and may be more sensitive to economic changes and to
changes in the financial conditions of issuers. A debt security is
considered to be investment-grade if it is rated investment-grade by
Moody's Investors Service, Standard & Poor's, Duff & Phelps Credit
Rating Co., or Fitch IBCA Inc., or is unrated but considered to be of
equivalent quality by FMR.

REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The Freedom Funds will engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and
found satisfactory by FMR on behalf of Strategic Advisers.

RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering.
Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a
considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The Freedom Funds will
enter into reverse repurchase agreements with parties whose
creditworthiness has been reviewed and found satisfactory by FMR on
behalf of Strategic Advisers. Such transactions may increase
fluctuations in the market value of fund assets and may be viewed as a
form of leverage.

SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or other institutions, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.

Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the
value of the securities loaned. The fund maintains the ability to
obtain the right to vote or consent on proxy proposals involving
material events affecting securities loaned. If the borrower defaults
on its obligation to return the securities loaned because of
insolvency or other reasons, a fund could experience delays and costs
in recovering the securities loaned or in gaining access to the
collateral. These delays and costs could be greater for foreign
securities. If a fund is not able to recover the securities loaned, a
fund may sell the collateral and purchase a replacement investment in
the market. The value of the collateral could decrease below the value
of the replacement investment by the time the replacement investment
is purchased. Loans will be made only to parties deemed by Strategic
Advisers to be in good standing and when, in Strategic Advisers'
judgment, the income earned would justify the risks.

Cash received as collateral through loan transactions may be invested
in other eligible securities. Investing this cash subjects that
investment, as well as the securities loaned, to market appreciation
or depreciation.

SOURCES OF LIQUIDITY OR CREDIT SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. Strategic Advisers may rely on FMR's evaluation of the
credit of the liquidity or credit enhancement provider in determining
whether to purchase a security supported by such enhancement. In
evaluating the credit of a foreign bank or other foreign entities, FMR
will consider whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable
political or economic developments, currency controls, or other
government restrictions that might affect its ability to honor its
commitment. Changes in the credit quality of the entity providing the
enhancement could affect the value of the security or a fund's share
price.

TEMPORARY DEFENSIVE POLICIES. Each of the Freedom Funds reserves the
right to invest without limitation in Fidelity Money Market Trust:
Retirement Money Market Portfolio for temporary, defensive purposes.

INVESTMENT PRACTICES OF THE UNDERLYING FIDELITY FUNDS

The following pages contain more detailed information about types of
instruments in which an underlying Fidelity fund may invest,
strategies FMR may employ in pursuit of an underlying Fidelity fund's
investment objective, and a summary of related risks. FMR may not buy
all of these instruments or use all of these techniques unless it
believes that doing so will help an underlying Fidelity fund achieve
its goal.

AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC) , the Board of
Trustees has established and periodically reviews procedures
applicable to transactions involving affiliated financial
institutions.

ASSET-BACKED SECURITIES represent interests in pools of mortgages,
loans, receivables or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by
the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements.
Asset-backed security values may also be affected by other factors
including changes in interest rates, the availability of information
concerning the pool and its structure, the creditworthiness of the
servicing agent for the pool, the originator of the loans or
receivables, or the entities providing the credit enhancement. In
addition, these securities may be subject to prepayment risk.

BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates, or through reverse repurchase agreements. If
a fund borrows money, its share price may be subject to greater
fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be
considered a form of leverage.

COMMON STOCK represents an equity or ownership interest in an issuer.
In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the
claims of those who own common stock.

CONVERTIBLE SECURITIES are bonds, debentures, notes, preferred stocks
or other securities that may be converted or exchanged (by the holder
or by the issuer) into shares of the underlying common stock (or cash
or securities of equivalent value) at a stated exchange ratio. A
convertible security may also be called for redemption or conversion
by the issuer after a particular date and under certain circumstances
(including a specified price) established upon issue. If a convertible
security held by a fund is called for redemption or conversion, the
fund could be required to tender it for redemption, convert it into
the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss
than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than
comparable non-convertible securities. Because of this higher yield,
convertible securities generally sell at prices above their
"conversion value," which is the current market value of the stock to
be received upon conversion. The difference between this conversion
value and the price of convertible securities will vary over time
depending on changes in the value of the underlying common stocks and
interest rates. When the underlying common stocks decline in value,
convertible securities will tend not to decline to the same extent
because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities.
However, securities that are convertible other than at the option of
the holder generally do not limit the potential for loss to the same
extent as securities convertible at the option of the holder. When the
underlying common stocks rise in value, the value of convertible
securities may also be expected to increase. At the same time,
however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that
the value of convertible securities will generally not increase to the
same extent as the value of the underlying common stocks. Because
convertible securities may also be interest-rate sensitive, their
value may increase as interest rates fall and decrease as interest
rates rise. Convertible securities are also subject to credit risk,
and are often lower-quality securities.

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay interest but are
sold at a deep discount from their face values. Debt securities
include corporate bonds, government securities, and mortgage and other
asset-backed securities.

DOMESTIC AND FOREIGN INVESTMENTS (MONEY MARKET FUND ONLY) include U.S.
dollar-denominated time deposits, certificates of deposit, and
bankers' acceptances of U.S. banks and their branches located outside
of the United States, U.S. branches and agencies of foreign banks, and
foreign branches of foreign banks. Domestic and foreign investments
may also include U.S. dollar-denominated securities issued or
guaranteed by other U.S. or foreign issuers, including U.S. and
foreign corporations or other business organizations, foreign
governments, foreign government agencies or instrumentalities, and
U.S. and foreign financial institutions, including savings and loan
institutions, insurance companies, mortgage bankers, and real estate
investment trusts, as well as banks.

The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or
may be limited by the terms of a specific obligation and by
governmental regulation. Payment of interest and repayment of
principal on these obligations may also be affected by governmental
action in the country of domicile of the branch (generally referred to
as sovereign risk). In addition, evidence of ownership of portfolio
securities may be held outside of the United States and a fund may be
subject to the risks associated with the holding of such property
overseas. Various provisions of federal law governing the
establishment and operation of U.S. branches do not apply to foreign
branches of U.S. banks.

Obligations of U.S. branches and agencies of foreign banks may be
general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by
federal and state regulation, as well as by governmental action in the
country in which the foreign bank has its head office.

Obligations of foreign issuers involve certain additional risks. These
risks may include future unfavorable political and economic
developments, withholding taxes, seizures of foreign deposits,
currency controls, interest limitations, or other governmental
restrictions that might affect repayment of principal or payment of
interest, or the ability to honor a credit commitment. Additionally,
there may be less public information available about foreign entities.
Foreign issuers may be subject to less governmental regulation and
supervision than U.S. issuers. Foreign issuers also generally are not
bound by uniform accounting, auditing, and financial reporting
requirements comparable to those applicable to U.S. issuers.

EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks
inherent in U.S. investments.

Foreign investments involve risks relating to local political,
economic, regulatory, or social instability, military action or
unrest, or adverse diplomatic developments, and may be affected by
actions of foreign governments adverse to the interests of U.S.
investors. Such actions may include expropriation or nationalization
of assets, confiscatory taxation, restrictions on U.S. investment or
on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. Additionally, governmental
issuers of foreign debt securities may be unwilling to pay interest
and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that FMR will be able
to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies
and of dividends and interest paid with respect to such securities
will fluctuate based on the relative strength of the U.S. dollar.

The risks of foreign investing may be magnified for investments in
emerging markets, which may have relatively unstable governments,
economies based on only a few industries, and securities markets that
trade a small number of securities.

It is anticipated that in most cases the best available market for
foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets,
while growing in volume and sophistication, are generally not as
developed as those in the United States, and securities of some
foreign issuers may be less liquid and more volatile than securities
of comparable U.S. issuers. Foreign security trading, settlement and
custodial practices (including those involving securities settlement
where fund assets may be released prior to receipt of payment) are
often less developed than those in U.S. markets, and may result in
increased risk or substantial delays in the event of a failed trade or
the insolvency of, or breach of duty by, a foreign broker-dealer,
securities depository or foreign subcustodian. In addition, the costs
associated with foreign investments, including withholding taxes,
brokerage commissions and custodial costs, are generally higher than
with U.S. investments.

Foreign markets may offer less protection to investors than U.S.
markets. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and
standards of practice comparable to those applicable to U.S. issuers.
Adequate public information on foreign issuers may not be available,
and it may be difficult to secure dividends and information regarding
corporate actions on a timely basis. In general, there is less overall
governmental supervision and regulation of securities exchanges,
brokers, and listed companies than in the United States. OTC markets
tend to be less regulated than stock exchange markets and, in certain
countries, may be totally unregulated. Regulatory enforcement may be
influenced by economic or political concerns, and investors may have
difficulty enforcing their legal rights in foreign countries.

Some foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less
liquid than foreign securities of the same class that are not subject
to such restrictions.

American Depositary Receipts (ADRs) as well as other "hybrid" forms of
ADRs, including European Depositary Receipts (EDRs) and Global
Depositary Receipts (GDRs), are certificates evidencing ownership of
shares of a foreign issuer. These certificates are issued by
depository banks and generally trade on an established market in the
United States or elsewhere. The underlying shares are held in trust by
a custodian bank or similar financial institution in the issuer's home
country. The depository bank may not have physical custody of the
underlying securities at all times and may charge fees for various
services, including forwarding dividends and interest and corporate
actions. ADRs are alternatives to directly purchasing the underlying
foreign securities in their national markets and currencies. However,
ADRs continue to be subject to many of the risks associated with
investing directly in foreign securities. These risks include foreign
exchange risk as well as the political and economic risks of the
underlying issuer's country.

The risks of foreign investing may be magnified for investments in
emerging markets. Security prices in emerging markets can be
significantly more volatile than those in more developed markets,
reflecting the greater uncertainties of investing in less established
markets and economies. In particular, countries with emerging markets
may have relatively unstable governments, may present the risks of
nationalization of businesses, restrictions on foreign ownership and
prohibitions on the repatriation of assets, and may have less
protection of property rights than more developed countries. The
economies of countries with emerging markets may be based on only a
few industries, may be highly vulnerable to changes in local or global
trade conditions, and may suffer from extreme and volatile debt
burdens or inflation rates. Local securities markets may trade a small
number of securities and may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of
holdings difficult or impossible at times.

FOREIGN CURRENCY TRANSACTIONS. A fund (other than the money market
fund) may conduct foreign currency transactions on a spot (i.e.,
cash) or forward basis (i.e., by entering into forward contracts to
purchase or sell foreign currencies). Although foreign exchange
dealers generally do not charge a fee for such conversions, they do
realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may
offer to sell a foreign currency at one rate, while offering a lesser
rate of exchange should the counterparty desire to resell that
currency to the dealer. Forward contracts are customized transactions
that require a specific amount of a currency to be delivered at a
specific exchange rate on a specific date or range of dates in the
future. Forward contracts are generally traded in an interbank market
directly between currency traders (usually large commercial banks) and
their customers. The parties to a forward contract may agree to offset
or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.

The following discussion summarizes the principal currency management
strategies involving forward contracts that could be used by a fund. A
fund may also use swap agreements, indexed securities, and options and
futures contracts relating to foreign currencies for the same
purposes.

A "settlement hedge" or "transaction hedge" is designed to protect a
fund against an adverse change in foreign currency values between the
date a security is purchased or sold and the date on which payment is
made or received. Entering into a forward contract for the purchase or
sale of the amount of foreign currency involved in an underlying
security transaction for a fixed amount of U.S. dollars "locks in" the
U.S. dollar price of the security. Forward contracts to purchase or
sell a foreign currency may also be used by a fund in anticipation of
future purchases or sales of securities denominated in foreign
currency, even if the specific investments have not yet been selected
by FMR.

A fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For
example, if a fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's
value. Such a hedge, sometimes referred to as a "position hedge,"
would tend to offset both positive and negative currency fluctuations,
but would not offset changes in security values caused by other
factors. A fund could also hedge the position by selling another
currency expected to perform similarly to the pound sterling. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would
not hedge currency exposure as effectively as a direct hedge into U.S.
dollars. Proxy hedges may result in losses if the currency used to
hedge does not perform similarly to the currency in which the hedged
securities are denominated.

A fund may enter into forward contracts to shift its investment
exposure from one currency into another. This may include shifting
exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to
the currency that is sold, and increase exposure to the currency that
is purchased, much as if a fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the
hedged currency, but will cause a fund to assume the risk of
fluctuations in the value of the currency it purchases.

Successful use of currency management strategies will depend on FMR's
skill in analyzing currency values. Currency management strategies may
substantially change a fund's investment exposure to changes in
currency exchange rates and could result in losses to a fund if
currencies do not perform as FMR anticipates. For example, if a
currency's value rose at a time when FMR had hedged a fund by selling
that currency in exchange for dollars, a fund would not participate in
the currency's appreciation. If FMR hedges currency exposure through
proxy hedges, a fund could realize currency losses from both the hedge
and the security position if the two currencies do not move in tandem.
Similarly, if FMR increases a fund's exposure to a foreign currency
and that currency's value declines, a fund will realize a loss. There
is no assurance that FMR's use of currency management strategies will
be advantageous to a fund or that it will hedge at appropriate times.

FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements involve
an agreement to purchase a foreign security and to sell that security
back to original seller at an agreed-upon price in either U.S. dollars
or foreign currency. Unlike typical U.S. repurchase agreements,
foreign repurchase agreements may not be fully collateralized at all
times. The value of a security purchased by a fund may be more or less
than the price at which the counterparty has agreed to repurchase the
security. In the event of default by the counterparty, the fund may
suffer a loss if the value of the security purchased is less than the
agreed-upon repurchase price, or if the fund is unable to successfully
assert a claim to the collateral under foreign laws. As a result,
foreign repurchase agreements may involve higher credit risks than
repurchase agreements in U.S. markets, as well as risks associated
with currency fluctuations. In addition, as with other emerging market
investments, repurchase agreements with counterparties located in
emerging markets or relating to emerging markets may involve issuers
or counterparties with lower credit ratings than typical U.S.
repurchase agreements.

FUNDS' RIGHTS AS SHAREHOLDERS. The funds do not intend to direct or
administer the day-to-day operations of any company. A fund, however,
may exercise its rights as a shareholder and may communicate its views
on important matters of policy to management, the Board of Directors,
and shareholders of a company when FMR determines that such matters
could have a significant effect on the value of the fund's investment
in the company. The activities in which a fund may engage, either
individually or in conjunction with others, may include, among others,
supporting or opposing proposed changes in a company's corporate
structure or business activities; seeking changes in a company's
directors or management; seeking changes in a company's direction or
policies; seeking the sale or reorganization of the company or a
portion of its assets; or supporting or opposing third-party takeover
efforts. This area of corporate activity is increasingly prone to
litigation and it is possible that a fund could be involved in
lawsuits related to such activities. FMR will monitor such activities
with a view to mitigating, to the extent possible, the risk of
litigation against a fund and the risk of actual liability if a fund
is involved in litigation. No guarantee can be made, however, that
litigation against a fund will not be undertaken or liabilities
incurred.

FUTURES AND OPTIONS. The following paragraphs pertain to futures and
options: Combined Positions, Correlation of Price Changes, Futures
Contracts, Futures Margin Payments, Limitations on Futures and Options
Transactions, Liquidity of Options and Futures Contracts, Options and
Futures Relating to Foreign Currencies, OTC Options, Purchasing Put
and Call Options, and Writing Put and Call Options.

COMBINED POSITIONS involve purchasing and writing options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the
overall position. For example, purchasing a put option and writing a
call option on the same underlying instrument would construct a
combined position whose risk and return characteristics are similar to
selling a futures contract. Another possible combined position would
involve writing a call option at one strike price and buying a call
option at a lower price, to reduce the risk of the written call option
in the event of a substantial price increase. Because combined options
positions involve multiple trades, they result in higher transaction
costs and may be more difficult to open and close out.

CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely
that the standardized contracts available will not match a fund's
current or anticipated investments exactly. A fund may invest in
options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in
which the fund typically invests, which involves a risk that the
options or futures position will not track the performance of the
fund's other investments.

Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a
fund's investments well. Options and futures prices are affected by
such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instrument, and the time
remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result
from differing levels of demand in the options and futures markets and
the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A fund may purchase or sell
options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the
contract and the securities, although this may not be successful in
all cases. If price changes in a fund's options or futures positions
are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.

FUTURES CONTRACTS. In purchasing a futures contract, the buyer agrees
to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a
specified underlying instrument at a specified future date. The price
at which the purchase and sale will take place is fixed when the buyer
and seller enter into the contract. Some currently available futures
contracts are based on specific securities, such as U.S. Treasury
bonds or notes, and some are based on indices of securities prices,
such as the S&P 500. Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is
available.

Futures may be based on foreign indexes such as the CAC 40 (France),
DAX 30 (Germany), EuroTop 100 (Europe), IBEX (Spain), FTSE 100 (United
Kingdom), All Ordinary (Australia), Hang Seng (Hong Kong), and Nikkei
225, Nikkei 300 and TOPIX (Japan).

FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless
the contract is held until the delivery date. However, both the
purchaser and seller are required to deposit "initial margin" with a
futures broker, known as a futures commission merchant (FCM), when the
contract is entered into. Initial margin deposits are typically equal
to a percentage of the contract's value. If the value of either
party's position declines, that party will be required to make
additional "variation margin" payments to settle the change in value
on a daily basis. The party that has a gain may be entitled to receive
all or a portion of this amount. Initial and variation margin payments
do not constitute purchasing securities on margin for purposes of a
fund's investment limitations. In the event of the bankruptcy of an
FCM that holds margin on behalf of a fund, the fund may be entitled to
return of margin owed to it only in proportion to the amount received
by the FCM's other customers, potentially resulting in losses to the
fund.

Although futures exchanges generally operate similarly in the United
States and abroad, foreign futures exchanges may follow trading,
settlement and margin procedures that are different from those for
U.S. exchanges. Futures contracts traded outside the United States may
involve greater risk of loss than U.S.-traded contracts, including
potentially greater risk of losses due to insolvency of a futures
broker, exchange member or other party that may owe initial or
variation margin to a fund. Because initial and variation margin
payments may be measured in foreign currency, a futures contract
traded outside the United States may also involve the risk of foreign
currency fluctuation.

LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund (other
than the money market fund) has filed a notice of eligibility for
exclusion from the definition of the term "commodity pool operator"
with the Commodity Futures Trading Commission (CFTC) and the National
Futures Association, which regulate trading in the futures markets.
The funds intend to comply with Rule 4.5 under the Commodity Exchange
Act, which limits the extent to which the funds can commit assets to
initial margin deposits and option premiums.

In addition, each equity fund will not: (a) sell futures contracts,
purchase put options, or write call options if, as a result, more than
25% of the fund's total assets would be hedged with futures and
options under normal conditions; (b) purchase futures contracts or
write put options if, as a result, the fund's total obligations upon
settlement or exercise of purchased futures contracts and written put
options would exceed 25% of its total assets under normal conditions;
or (c) purchase call options if, as a result, the current value of
option premiums for call options purchased by the fund would exceed 5%
of the fund's total assets. These limitations do not apply to options
attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.

In addition, each bond fund will not: (a) sell futures contracts,
purchase put options, or write call options if, as a result, more than
25% of the fund's total assets would be hedged with futures and
options under normal conditions; (b) purchase futures contracts or
write put options if, as a result, the fund's total obligations upon
settlement or exercise of purchased futures contracts and written put
options would exceed 25% of its total assets; or (c) purchase call
options if, as a result, the current value of option premiums for call
options purchased by the fund would exceed 5% of the fund's total
assets. These limitations do not apply to options attached to or
acquired or traded together with their underlying securities, and do
not apply to securities that incorporate features similar to options.

Fidelity Government Income Fund further limits its options and futures
investments to options and futures contracts relating to U.S.
Government securities.

The above limitations on the bond and equity funds' investments in
futures contracts and options, and the funds' policies regarding
futures contracts and options discussed elsewhere in this SAI, may be
changed as regulatory agencies permit.

LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or
futures contract at any particular time. Options may have relatively
low trading volume and liquidity if their strike prices are not close
to the underlying instrument's current price. In addition, exchanges
may establish daily price fluctuation limits for options and futures
contracts, and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days
when the price fluctuation limit is reached or a trading halt is
imposed, it may be impossible to enter into new positions or close out
existing positions. If the secondary market for a contract is not
liquid because of price fluctuation limits or otherwise, it could
prevent prompt liquidation of unfavorable positions, and potentially
could require a fund to continue to hold a position until delivery or
expiration regardless of changes in its value. As a result, a fund's
access to other assets held to cover its options or futures positions
could also be impaired.

OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except
that they are traded on exchanges (and have margin requirements) and
are standardized as to contract size and delivery date. Most currency
futures contracts call for payment or delivery in U.S. dollars. The
underlying instrument of a currency option may be a foreign currency,
which generally is purchased or delivered in exchange for U.S.
dollars, or may be a futures contract. The purchaser of a currency
call obtains the right to purchase the underlying currency, and the
purchaser of a currency put obtains the right to sell the underlying
currency.

The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed
above. A fund may purchase and sell currency futures and may purchase
and write currency options to increase or decrease its exposure to
different foreign currencies. Currency options may also be purchased
or written in conjunction with each other or with currency futures or
forward contracts. Currency futures and options values can be expected
to correlate with exchange rates, but may not reflect other factors
that affect the value of a fund's investments. A currency hedge, for
example, should protect a Yen-denominated security from a decline in
the Yen, but will not protect a fund against a price decline resulting
from deterioration in the issuer's creditworthiness. Because the value
of a fund's foreign-denominated investments changes in response to
many factors other than exchange rates, it may not be possible to
match the amount of currency options and futures to the value of the
fund's investments exactly over time.

OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract
size, and strike price, the terms of OTC options (options not traded
on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement
allows the purchaser or writer greater flexibility to tailor an option
to its needs, OTC options generally involve greater credit risk than
exchange-traded options, which are guaranteed by the clearing
organization of the exchanges where they are traded.

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the
purchaser obtains the right (but not the obligation) to sell the
option's underlying instrument at a fixed strike price. In return for
this right, the purchaser pays the current market price for the option
(known as the option premium). Options have various types of
underlying instruments, including specific securities, indices of
securities prices, and futures contracts. The purchaser may terminate
its position in a put option by allowing it to expire or by exercising
the option. If the option is allowed to expire, the purchaser will
lose the entire premium. If the option is exercised, the purchaser
completes the sale of the underlying instrument at the strike price. A
purchaser may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary
market exists.

The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying
instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium, plus related transaction
costs).

The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right
to purchase, rather than sell, the underlying instrument at the
option's strike price. A call buyer typically attempts to participate
in potential price increases of the underlying instrument with risk
limited to the cost of the option if security prices fall. At the same
time, the buyer can expect to suffer a loss if security prices do not
rise sufficiently to offset the cost of the option.

WRITING PUT AND CALL OPTIONS. The writer of a put or call option takes
the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, the writer assumes the obligation
to pay the strike price for the option's underlying instrument if the
other party to the option chooses to exercise it. The writer may seek
to terminate a position in a put option before exercise by closing out
the option in the secondary market at its current price. If the
secondary market is not liquid for a put option, however, the writer
must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes. When writing an option on
a futures contract, a fund will be required to make margin payments to
an FCM as described above for futures contracts.

If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it
is likely that the writer will also profit, because it should be able
to close out the option at a lower price. If security prices fall, the
put writer would expect to suffer a loss. This loss should be less
than the loss from purchasing the underlying instrument directly,
however, because the premium received for writing the option should
mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the
option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options
are similar to those of writing put options, except that writing calls
generally is a profitable strategy if prices remain the same or fall.
Through receipt of the option premium, a call writer mitigates the
effects of a price decline. At the same time, because a call writer
must be prepared to deliver the underlying instrument in return for
the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.

ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. Under the supervision of the Board of Trustees,
FMR determines the liquidity of a fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market , and (4) the nature of the security and the market in
which it trades (including any demand, put or tender features, the
mechanics and other requirements for transfer, any letters of credit
or other credit enhancement features, any ratings, the number of
holders, the method of soliciting offers, the time required to dispose
of the security, and the ability to assign or offset the rights and
obligations of the security).

INDEXED SECURITIES are instruments whose prices are indexed to the
prices of other securities, securities indices, currencies, or other
financial indicators. Indexed securities typically, but not always,
are debt securities or deposits whose value at maturity or coupon rate
is determined by reference to a specific instrument or statistic.

Mortgage-indexed securities, for example, could be structured to
replicate the performance of mortgage securities and the
characteristics of direct ownership.

Currency-indexed securities typically are short-term to
intermediate-term debt securities whose maturity values or interest
rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities. Currency-indexed securities may be
positively or negatively indexed; that is, their maturity value may
increase when the specified currency value increases, resulting in a
security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a
put on the underlying currency. Currency-indexed securities may also
have prices that depend on the values of a number of different foreign
currencies relative to each other.

The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which
they are indexed, and may also be influenced by interest rate changes
in the United States and abroad. Indexed securities may be more
volatile than the underlying instruments. Indexed securities are also
subject to the credit risks associated with the issuer of the
security, and their values may decline substantially if the issuer's
creditworthiness deteriorates. Recent issuers of indexed securities
have included banks, corporations, and certain U.S. Government
agencies.

ISSUER LOCATION. FMR determines where an issuer or its principal
activities are located by looking at such factors as the issuer's
country of organization, the primary trading market for the issuer's
securities, and the location of the issuer's assets, personnel, sales,
and earnings. The issuer of a security is considered to be located in
a particular country if (1) the security is issued or guaranteed by
the government of the country or any of its agencies, political
subdivisions, or instrumentalities; (2) the security has its primary
trading market in that country; or (3) the issuer is organized under
the laws of that country, derives at least 50% of its revenues or
profits from goods sold, investments made, or services performed in
the country, or has at least 50% of its assets located in the country.

LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or
other receivables), or to other parties. Direct debt instruments
involve a risk of loss in case of default or insolvency of the
borrower and may offer less legal protection to the purchaser in the
event of fraud or misrepresentation, or there may be a requirement
that a fund supply additional cash to a borrower on demand.

Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
interest and repayment of principal. If scheduled interest or
principal payments are not made, the value of the instrument may be
adversely affected. Loans that are fully secured provide more
protections than an unsecured loan in the event of failure to make
scheduled interest or principal payments. However, there is no
assurance that the liquidation of collateral from a secured loan would
satisfy the borrower's obligation, or that the collateral could be
liquidated. Indebtedness of borrowers whose creditworthiness is poor
involves substantially greater risks and may be highly speculative.
Borrowers that are in bankruptcy or restructuring may never pay off
their indebtedness, or may pay only a small fraction of the amount
owed. Direct indebtedness of developing countries also involves a risk
that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal
when due.

Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional
risks. For example, if a loan is foreclosed, the purchaser could
become part owner of any collateral, and would bear the costs and
liabilities associated with owning and disposing of the collateral. In
addition, it is conceivable that under emerging legal theories of
lender liability, a purchaser could be held liable as a co-lender.
Direct debt instruments may also involve a risk of insolvency of the
lending bank or other intermediary.

A loan is often administered by a bank or other financial institution
that acts as agent for all holders. The agent administers the terms of
the loan, as specified in the loan agreement. Unless, under the terms
of the loan or other indebtedness, the purchaser has direct recourse
against the borrower, the purchaser may have to rely on the agent to
apply appropriate credit remedies against a borrower. If assets held
by the agent for the benefit of a purchaser were determined to be
subject to the claims of the agent's general creditors, the purchaser
might incur certain costs and delays in realizing payment on the loan
or loan participation and could suffer a loss of principal or
interest.

Direct indebtedness may include letters of credit, revolving credit
facilities, or other standby financing commitments that obligate
purchasers to make additional cash payments on demand. These
commitments may have the effect of requiring a purchaser to increase
its investment in a borrower at a time when it would not otherwise
have done so, even if the borrower's condition makes it unlikely that
the amount will ever be repaid.

Each fund limits the amount of total assets that it will invest in any
one issuer or in issuers within the same industry (see each fund's
investment limitations). For purposes of these limitations, a fund
generally will treat the borrower as the "issuer" of indebtedness held
by the fund. In the case of loan participations where a bank or other
lending institution serves as financial intermediary between a fund
and the borrower, if the participation does not shift to the fund the
direct debtor-creditor relationship with the borrower, SEC
interpretations require a fund, in appropriate circumstances, to treat
both the lending bank or other lending institution and the borrower as
"issuers" for these purposes. Treating a financial intermediary as an
issuer of indebtedness may restrict a fund's ability to invest in
indebtedness related to a single financial intermediary, or a group of
intermediaries engaged in the same industry, even if the underlying
borrowers represent many different companies and industries.

LOWER-QUALITY DEBT SECURITIES. Lower-quality debt securities have poor
protection with respect to the payment of interest and repayment of
principal, or may be in default. These securities are often considered
to be speculative and involve greater risk of loss or price changes
due to changes in the issuer's capacity to pay. The market prices of
lower-quality debt securities may fluctuate more than those of
higher-quality debt securities and may decline significantly in
periods of general economic difficulty, which may follow periods of
rising interest rates.

The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can
adversely affect the prices at which the former are sold. Adverse
publicity and changing investor perceptions may affect the liquidity
of lower-quality debt securities and the ability of outside pricing
services to value lower-quality debt securities.

Because the risk of default is higher for lower-quality debt
securities, FMR's research and credit analysis are an especially
important part of managing securities of this type. FMR will attempt
to identify those issuers of high-yielding securities whose financial
condition is adequate to meet future obligations, has improved, or is
expected to improve in the future. FMR's analysis focuses on relative
values based on such factors as interest or dividend coverage, asset
coverage, earnings prospects, and the experience and managerial
strength of the issuer.

A fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security
holder to seek to protect the interests of security holders if it
determines this to be in the best interest of the fund's shareholders.

MONEY MARKET SECURITIES are high-quality, short-term obligations.
Money market securities may be structured to be, or may employ a trust
or other form so that they are, eligible investments for money market
funds. For example, put features can be used to modify the maturity of
a security or interest rate adjustment features can be used to enhance
price stability. If a structure fails to function as intended, adverse
tax or investment consequences may result. Neither the Internal
Revenue Service (IRS) nor any other regulatory authority has ruled
definitively on certain legal issues presented by certain structured
securities. Future tax or other regulatory determinations could
adversely affect the value, liquidity, or tax treatment of the income
received from these securities or the nature and timing of
distributions made by the fund s .

MORTGAGE SECURITIES are issued by government and non-government
entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage
or pool of mortgages or a direct interest in an underlying pool of
mortgages. Some mortgage securities, such as collateralized mortgage
obligations (or "CMOs"), make payments of both principal and interest
at a range of specified intervals; others make semiannual interest
payments at a predetermined rate and repay principal at maturity (like
a typical bond). Mortgage securities are based on different types of
mortgages, including those on commercial real estate or residential
properties. Stripped mortgage securities are created when the interest
and principal components of a mortgage security are separated and sold
as individual securities. In the case of a stripped mortgage security,
the holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage, while the holder
of the "interest-only" security (IO) receives interest payments from
the same underlying mortgage.

Fannie Maes and Freddie Macs are pass-through securities issued by
Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie Mac,
which guarantee payment of interest and repayment of principal on
Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as
governmental instrumentalities under authority granted by Congress.
Fannie Mae is authorized to borrow from the U.S. Treasury to meet its
obligations. Fannie Maes and Freddie Macs are not backed by the full
faith and credit of the U.S. Government.

The value of mortgage securities may change due to shifts in the
market's perception of issuers and changes in interest rates. In
addition, regulatory or tax changes may adversely affect the mortgage
securities market as a whole. Non-government mortgage securities may
offer higher yields than those issued by government entities, but also
may be subject to greater price changes than government issues.
Mortgage securities are subject to prepayment risk, which is the risk
that early principal payments made on the underlying mortgages,
usually in response to a reduction in interest rates, will result in
the return of principal to the investor, causing it to be invested
subsequently at a lower current interest rate. Alternatively, in a
rising interest rate environment, mortgage security values may be
adversely affected when prepayments on underlying mortgages do not
occur as anticipated, resulting in the extension of the security's
effective maturity and the related increase in interest rate
sensitivity of a longer-term instrument. The prices of stripped
mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.

T o earn additional income for a fund, FMR may use a trading
strategy that involves selling mortgage securities and simultaneously
agreeing to purchase similar securities on a later date at a set
price. This trading strategy may result in an increased portfolio
turnover rate which increases costs and may increase taxable gains.

MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be issued in anticipation of future revenues and may be
backed by the full taxing power of a municipality, the revenues from a
specific project, or the credit of a private organization. The value
of some or all municipal securities may be affected by uncertainties
in the municipal market related to legislation or litigation involving
the taxation of municipal securities or the rights of municipal
securities holders. A municipal security may be owned directly or
through a participation interest.

PREFERRED STOCK represents an equity or ownership interest
in an issuer that pays dividends at a specified rate and that has
precedence over common stock in the payment of dividends. In the event
an issuer is liquidated or declares bankruptcy, the claims of owners
of bonds take precedence over the claims of those who own preferred
and common stock.

PUT FEATURES entitle the holder to sell a security back to the issuer
or a third party at any time or at specified intervals. In exchange
for this benefit, a fund may accept a lower interest rate. Securities
with put features are subject to the risk that the put provider is
unable to honor the put feature (purchase the security). Put providers
often support their ability to buy securities on demand by obtaining
letters of credit or other guarantees from other entities. Demand
features, standby commitments, and tender options are types of put
features.

REAL ESTATE INVESTMENT TRUSTS. Equity real estate investment trusts
own real estate properties, while mortgage real estate investment
trusts make construction, development, and long-term mortgage loans.
Their value may be affected by changes in the value of the underlying
property of the trusts, the creditworthiness of the issuer, property
taxes, interest rates, and tax and regulatory requirements, such as
those relating to the environment. Both types of trusts are dependent
upon management skill, are not diversified, and are subject to heavy
cash flow dependency, defaults by borrowers, self-liquidation, and the
possibility of failing to qualify for tax-free status of income under
the Internal Revenue Code and failing to maintain exemption from the
1940 Act.

REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and a fund's
yield and may be viewed as a form of leverage.

SECURITIES OF OTHER INVESTMENT COMPANIES, including shares of
closed-end investment companies, unit investment trusts, and open-end
investment companies, represent interests in professionally managed
portfolios that may invest in any type of instrument. Investing in
other investment companies involves substantially the same risks as
investing directly in the underlying instruments, but may involve
additional expenses at the investment company-level, such as portfolio
management fees and operating expenses. Certain types of investment
companies, such as closed-end investment companies, issue a fixed
number of shares that trade on a stock exchange or over-the-counter at
a premium or a discount to their net asset value. Others are
continuously offered at net asset value, but may also be traded in the
secondary market.

The extent to which a fund can invest in securities of other
investment companies is limited by federal securities laws.

Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the
value of the securities loaned. The fund maintains the ability to
obtain the right to vote or consent on proxy proposals involving
material events affecting securities loaned. If the borrower defaults
on its obligation to return the securities loaned because of
insolvency or other reasons, a fund could experience delays and costs
in recovering the securities loaned or in gaining access to the
collateral. These delays and costs could be greater for foreign
securities. If a fund is not able to recover the securities loaned, a
fund may sell the collateral and purchase a replacement investment in
the market. The value of the collateral could decrease below the value
of the replacement investment by the time the replacement investment
is purchased. Loans will be made only to parties deemed by FMR to be
in good standing and when, in FMR's judgment, the income earned would
justify the risks.

SHORT SALES "AGAINST THE BOX" (GROWTH AND MONEY MARKET FUNDS) are
short sales of securities that a fund owns or has the right to obtain
(equivalent in kind or amount to the securities sold short). If a fund
enters into a short sale against the box, it will be required to set
aside securities equivalent in kind and amount to the securities sold
short (or securities convertible or exchangeable into such securities)
and will be required to hold such securities while the short sale is
outstanding.

Short sales against the box could be used to protect the net asset
value per share (NAV) of a money market fund in anticipation of
increased interest rates, without sacrificing the current yield of the
securities sold short. A money market fund will incur transaction
costs in connection with opening and closing short sales against the
box. A fund (other than the money market fund) will incur
transaction costs, including interest expenses, in connection with
opening, maintaining, and closing short sales against the box.

SHORT SALES (GROWTH & INCOME AND HIGH YIELD FUNDS). Stocks underlying
a fund's convertible security holdings can be sold short. For example,
if FMR anticipates a decline in the price of the stock underlying a
convertible security held by a fund, it may sell the stock short. If
the stock price subsequently declines, the proceeds of the short sale
could be expected to offset all or a portion of the effect of the
stock's decline on the value of the convertible security. Each fund
currently intends to hedge no more than 15% of its total assets with
short sales on equity securities underlying its convertible security
holdings under normal circumstances.

A fund will be required to set aside securities equivalent in kind and
amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while
the short sale is outstanding. A fund will incur transaction costs,
including interest expenses, in connection with opening, maintaining,
and closing short sales.

SOURCES OF CREDIT OR LIQUIDITY SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. FMR may rely on its evaluation of the credit of the
liquidity or credit enhancement provider in determining whether
to purchase a security supported by such enhancement. In evaluating
the credit of a foreign bank or other foreign entities, FMR will
consider whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable
political or economic developments, currency controls, or other
government restrictions that might affect its ability to honor its
commitment. Changes in the credit quality of the entity providing the
enhancement could affect the value of the security or a fund's share
price.

SOVEREIGN DEBT OBLIGATIONS are issued or guaranteed by foreign
governments or their agencies, including debt of Latin American
nations or other developing countries. Sovereign debt may be in the
form of conventional securities or other types of debt instruments
such as loans or loan participations. Sovereign debt of developing
countries may involve a high degree of risk, and may be in default or
present the risk of default. Governmental entities responsible for
repayment of the debt may be unable or unwilling to repay principal
and pay interest when due, and may require renegotiation or
rescheduling of debt payments. In addition, prospects for repayment of
principal and payment of interest may depend on political as well as
economic factors. Although some sovereign debt, such as Brady Bonds,
is collateralized by U.S. Government securities, repayment of
principal and payment of interest is not guaranteed by the U.S.
Government.

STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other debt securities, although stripped
securities may be more volatile, and the value of certain types of
stripped securities may move in the same direction as interest rates.
U.S. Treasury securities that have been stripped by a Federal Reserve
Bank are obligations issued by the U.S. Treasury.

Privately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate
receipts for the coupon payments and the principal payment, which the
dealer then sells.

Because the SEC does not consider privately stripped government
securities to be U.S. Government securities for purposes of Rule 2a-7,
a fund must evaluate them as it would non-government securities
pursuant to regulatory guidelines applicable to money market funds.

SWAP AGREEMENTS can be individually negotiated and structured to
include exposure to a variety of different types of investments or
market factors. Depending on their structure, swap agreements may
increase or decrease a fund's exposure to long- or short-term interest
rates (in the United States or abroad), foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such
as security prices or inflation rates. Swap agreements can take many
different forms and are known by a variety of names.

In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a
fee by the other party. For example, the buyer of an interest rate cap
obtains the right to receive payments to the extent that a specified
interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a
specified interest rate falls below an agreed-upon level. An interest
rate collar combines elements of buying a cap and selling a floor.

Swap agreements will tend to shift a fund's investment exposure from
one type of investment to another. For example, if the fund agreed to
exchange payments in dollars for payments in foreign currency, the
swap agreement would tend to decrease the fund's exposure to U.S.
interest rates and increase its exposure to foreign currency and
interest rates. Caps and floors have an effect similar to buying or
writing options. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of a fund's investments
and its share price and yield.

The most significant factor in the performance of swap agreements is
the change in the specific interest rate, currency, or other factors
that determine the amounts of payments due to and from a fund. If a
swap agreement calls for payments by the fund, the fund must be
prepared to make such payments when due. In addition, if the
counterparty's creditworthiness declined, the value of a swap
agreement would be likely to decline, potentially resulting in losses.
A fund may be able to eliminate its exposure under a swap agreement
either by assignment or other disposition, or by entering into an
offsetting swap agreement with the same party or a similarly
creditworthy party.

TEMPORARY DEFENSIVE POLICIES. Each of Fidelity Blue Chip Growth Fund,
Fidelity Disciplined Equity Fund, Fidelity Equity-Income Fund,
Fidelity Fund, Fidelity Growth & Income Portfolio, Fidelity Growth
Company Fund, Fidelity OTC Portfolio, Fidelity Diversified
International Fund, Fidelity Europe Fund, Fidelity Japan Fund,
Fidelity Overseas Fund, and Fidelity Southeast Asia Fund reserves the
right to invest without limitation in preferred stocks and
investment-grade debt instruments for temporary, defensive purposes.

Each of Fidelity Government Income Fund, Fidelity Intermediate Bond
Fund, and Fidelity Investment Grade Bond Fund reserves the right to
invest without limitation in investment-grade money market or
short-term debt instruments for temporary, defensive purposes.

Fidelity Capital & Income Fund reserves the right to invest without
limitation in investment-grade securities for temporary, defensive
purposes.

VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put features
that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial
intermediaries.

WARRANTS. Warrants are instruments which entitle the holder to buy an
equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a
warrant may be more volatile than the price of its underlying
security, and a warrant may offer greater potential for capital
appreciation as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with
respect to the underlying security and do not represent any rights in
the assets of the issuing company. A warrant ceases to have value if
it is not exercised prior to its expiration date. These factors can
make warrants more speculative than other types of investments.

WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS involve a
commitment to purchase or sell specific securities at a predetermined
price or yield in which payment and delivery take place after the
customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.

When purchasing securities pursuant to one of these transactions, the
purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not
participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.

A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

ZERO COUPON BONDS do not make interest payments; instead, they are
sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be more volatile than other types of
fixed-income securities when interest rates change. In calculating a
fund's dividend, a portion of the difference between a zero coupon
bond's purchase price and its face value is considered income.

The following pages contain detailed information about special
considerations of underlying international Fidelity funds, in which
certain Freedom Funds may invest.

SPECIAL CONSIDERATIONS REGARDING CANADA

POLITICAL. Canada's parliamentary system of government is, in general,
stable. However, from time to time, some provinces, but particularly
Quebec, have called for a revamping of the legal and financial
relationship between the federal government in Ottawa and the
provinces. To date, referendums on Quebec sovereignty have been
defeated, but the issue remains unresolved. The Supreme Court of
Canada decided in August 1998 that if there was a "clear answer" to a
"clear question" in a referendum, then the federal government would be
obliged to negotiate with Quebec.

ECONOMIC. Canada is a major producer of commodities such as forest
products, metals, agricultural products, and energy related products
like oil, gas, and hydroelectricity. Accordingly, changes in the
supply and demand of industrial and basic materials, both domestically
and internationally, can have a significant effect on Canadian market
performance.

In addition, Canada relies considerably on the health of the United
States' economy, its biggest trading partner and largest foreign
investor. The expanding economic and financial integration of the
United States and Canada will likely make the Canadian economy and
securities market increasingly sensitive to U.S. economic and market
events.

CURRENCY. For U.S. investors, investing in any foreign currency
entails an additional risk that is not faced when investing in the
domestic market. Since Canada let its currency float in 1970, its
value has been in a steady decline against the U.S. dollar. While the
decline has helped Canada stay competitive in export markets, U.S.
investors have seen their investment returns eroded by the impact of
currency conversion.

SPECIAL CONSIDERATIONS REGARDING EUROPE

On January 1, 1999, eleven of the fifteen member countries of the
European Union (EU) fixed their currencies irrevocably to the euro,
the new unit of currency of the European Economic and Monetary Union
(EMU). At that time each member's currency was converted at a fixed
rate to the euro. Initially, use of the euro will be confined mainly
to the wholesale financial markets, while its widespread use in the
retail sector will follow the circulation of euro banknotes and coins
on January 1, 2002. At that time, the national banknotes and coins of
participating member countries will cease to be legal tender. In
addition to adopting a single currency, member countries will no
longer control their own monetary policies. Instead, the authority to
direct monetary policy will be exercised by the new European Central
Bank.

While economic and monetary convergence in the European Union may
offer new opportunities for those investing in the region, investors
should be aware that the success of the union is not wholly assured.
Europe must grapple with a number of challenges, any one of which
could threaten the survival of this monumental undertaking. Eleven
disparate economies must adjust to a unified monetary system, the
absence of exchange rate flexibility, and the loss of economic
sovereignty. The Continent's economies are diverse, its governments
decentralized, and its cultures differ widely. Unemployment is
historically high and could pose political risk. One or more member
countries might exit the union, placing the currency and banking
system in jeopardy.

POLITICAL. For those countries in Western and Eastern Europe that were
not included in the first round of the EU implementation, the
prospects for eventual membership serve as a strong political impetus
for many governments to employ tight fiscal and monetary policies.
Particularly for the Eastern European countries, aspirations to join
the EU are likely to push governments to act decisively.

At the same time, there could become an increasingly widening gap
between rich and poor within the aspiring countries, those countries
who are close to meeting membership criteria, and those who are not
likely to join the EMU. Realigning traditional alliances could alter
trading relationships and potentially provoke divisive socioeconomic
splits. Despite relative calm in Western Europe in recent years, the
risk of regional conflict or targeted terrorist activity could disrupt
European markets.

In the transition to the single economic system, significant political
decisions will be made which will effect the market regulation,
subsidization, and privatization across all industries, from
agricultural products to telecommunications.

ECONOMIC. As economic conditions across member states vary from robust
to dismal, there is continued concern about national-level support for
the currency and the accompanying coordination of fiscal and wage
policy among the eleven EMU member nations. According to the
Maastrich t treaty, member countries must maintain inflation
below 3.3%, public debt below 60% of GDP, and a deficit of 3% or less
of GDP to qualify for participation in the euro. These requirements
severely limit member countries' ability to implement monetary policy
to address regional economic conditions. Countries that did not
qualify for the euro, such as Greece, risk being left farther behind.

FOREIGN TRADE. The EU has recently been involved in a number of trade
disputes with major trading partners, including the United States.
Tariffs and embargoes have been levied upon imports of agricultural
products and meat that have resulted in the affected nation levying
retaliatory tariffs upon imports from Europe. These disputes can
adversely affect the valuations of the European companies that export
the targeted products.

CURRENCY. For U.S. investors, investing in any foreign currency
entails an additional risk that is not faced when investing in the
domestic market. However, investing in euro-denominated securities
entails risk of being exposed to a new currency that may not fully
reflect the strengths and weaknesses of the disparate economies that
make up the Union. This has been the case in the first six months of
1999, when the initial exchange rates of the euro versus many of the
world's major currencies steadily declined. In this environment, U.S.
and other foreign investors experienced erosion of their investment
returns in the region. In addition, many European countries rely
heavily upon export dependent businesses and any strength in the
exchange rate between the euro and the dollar can have either a
positive or a negative effect upon corporate profits.

GERMANY. The German economy is heavily industrialized, with a strong
emphasis on manufacturing and exports. Therefore, Germany's economic
growth is heavily dependent on the prosperity of its trading partners
and on currency exchange rates. Germany is closely tied to a number of
Eastern European emerging market economies and weakness in these
economies will likely dampen demand for German exports. Germany
continues to struggle with its incorporation of former East Germany
and the country as a whole faces high labor costs and high
unemployment.

FRANCE. In recent years, the country's economic growth has been hit by
a series of general strikes. France's strong labor unions reacted
negatively to government cuts driven by the country's effort to meet
EMU membership criteria. Recently, unions have demanded a lower
retirement age and a shorter work week. Economic growth also is
limited by the country's pay-as-you-go pension system; spending on
pensions accounts for about 10% of GDP.

NORDIC COUNTRIES. Faced with stronger global competition, the Nordic
countries - Norway, Finland, Denmark, and Sweden - have had to scale
down their historically generous welfare programs, resulting in drops
in domestic demand and increased unemployment. Major industries in the
region, such as forestry, agriculture, and oil, are heavily resource
dependent and face pressure as a result of high labor costs. Pension
reform, union regulation, and further cuts in liberal social programs
will likely need to be addressed as the Nordic countries face
increased international competition.

UNITED KINGDOM. The United Kingdom continues to be overtly less
enthusiastic about EMU than other countries in Europe and has not
committed itself to joining the euro. While the UK views independence
from the EMU as a competitive advantage, the country may not benefit
from its independence if economic conditions on the continent improve.
If the continental European stock markets make more compelling
prospects for economic growth, there is concern that the UK market may
lag its European counterparts.

EASTERN EUROPE. Investing in the securities of Eastern European
issuers is highly speculative and involves risks not usually
associated with investing in the more developed markets of Western
Europe.

The economies of the Eastern European nations are embarking on the
transition from communism at different paces with appropriately
different characteristics. Most Eastern European markets suffer from
thin trading activity, dubious investor protections, and often, a
dearth of reliable corporate information. Information and transaction
costs, differential taxes, and sometimes political or transfer risk
give a comparative advantage to the domestic investor rather than the
foreign investor. In addition, these markets are particularly
sensitive to political, economic, and currency events in Russia and
have recently suffered heavy losses as a result of their trading and
investment links to the troubled Russian economy and currency.

SPECIAL CONSIDERATIONS REGARDING JAPAN

Fueled by public investment, protectionist trade policies, and
innovative management styles, the Japanese economy has transformed
itself since World War II into the world's second largest economy.
Despite its impressive history, investors face special risks when
investing in Japan.

ECONOMIC. Since Japan's bubble economy collapsed eight years ago, the
nation has drifted between modest growth and recession. By mid-year
1998, the world's second largest economy had slipped into its deepest
recession since World War II. Much of the blame can be placed on
government inaction in implementing long-neglected structural reforms
despite strong and persistent prodding from the International Monetary
Fund and the G7 member nations. Steps have been taken to deregulate
and liberalize protected areas of the economy, but the pace of change
has been disappointedly slow.

The most pressing need for action is the daunting task of overhauling
the nation's financial institutions and securing public support for
taxpayer-funded bailouts. Banks, in particular, must dispose of their
huge overhang of bad loans and trim their balance sheets in
preparation for greater competition from foreign institutions as more
areas of the financial sector are opened. Successful financial sector
reform would allow Japan's financial institutions to act as a catalyst
for economic recovery at home and across the troubled Asian region.

FOREIGN TRADE. Much of Japan's economy is dependent upon international
trade. The country is a leading exporter of automobiles and industrial
machinery as well as industrial and consumer electronics. While the
United States is Japan's largest single trading partner, close to half
of Japan's trade is conducted with developing nations, almost all of
which are in Southeast Asia. For the past two years, Southeast Asia's
economies have been mired in economic stagnation causing a steep
decline in Japan's exports to the area. Japan's hope for economic
recovery and renewed export growth is largely dependent upon the pace
of economic recovery in Southeast Asia.

NATURAL RESOURCE DEPENDENCY. An island nation with limited natural
resources, Japan is also heavily dependent upon imports of essential
products such as oil, forest products, and industrial metals.
Accordingly, Japan's industrial sector and domestic economy are highly
sensitive to fluctuations in international commodity prices. In
addition, many of these commodities are traded in U.S. dollars and any
strength in the exchange rate between the yen and the dollar can have
either a positive or a negative effect upon corporate profits.

NATURAL DISASTERS. The Japanese islands have been subjected to
periodic natural disasters including earthquakes, monsoons, and tidal
waves. These events have often inflicted substantial economic
disruption upon the nation's populace and industries.

SPECIAL CONSIDERATIONS REGARDING ASIA PACIFIC REGION (EX JAPAN)

Many countries in the region have historically faced political
uncertainty, corruption, military intervention, and social unrest.
Examples include the ethnic, sectarian, and separatist violence found
in Indonesia, and the nuclear arms threats between India and Pakistan.
To the extent that such events continue in the future, they can be
expected to have a negative effect on economic and securities market
conditions in the region.

ECONOMIC. The economic health of the region depends, in great part, on
each country's respective ability to carry out fiscal and monetary
reforms and its ability to address the International Monetary Fund's
mandated benchmarks. The majority of the countries in the region can
be characterized as either developing or newly industrialized
economies, which tend to experience more volatile economic cycles than
developed countries. In addition, a number of countries in the region
have historically faced hyperinflation, a deterrent to productivity
and economic growth.

CURRENCY. For U.S. investors, investing in any currency entails an
additional risk that is not faced when investing in the domestic
market. Some countries in the region may impose restrictions on
converting local currency, effectively preventing foreigners from
selling assets and repatriating funds. While flexible exchange rates
through most of the region should allow greater control of domestic
liquidity conditions, the region's currencies generally face
above-average volatility with potentially negative implications for
economic and security market conditions.

NATURAL DISASTERS. The Asia Pacific region has been subjected to
periodic natural disasters such as earthquakes, monsoons, and tidal
waves. These events have often inflicted substantial economic
disruption upon the populace and industry of the countries in that
region.

CHINA AND HONG KONG. As with all transition economies, China's ability
to develop and sustain a credible legal, regulatory, monetary, and
socioeconomic system could influence the course of outside investment.
Hong Kong is closely tied to China, economically and through China's
1997 acquisition of the country as a Special Autonomous Region (SAR).
Hong Kong's success depends, in large part, on its ability to retain
the legal, financial and monetary systems that allow economic freedom
and market expansion.

SPECIAL CONSIDERATIONS REGARDING LATIN AMERICA

As an emerging market, Latin America has long suffered from political,
economic, and social instability. For investors, this has meant
additional risk caused by periods of regional conflict, political
corruption, totalitarianism, protectionist measures, nationalization,
hyperinflation, debt crises, and currency devaluation. However, much
has changed in the past decade. Democracy is beginning to become well
established in some countries. A move to a more mature and accountable
political environment is well under way. Domestic economies have been
deregulated and have enjoyed sound levels of growth. Privatization of
state-owned companies is almost completed. Foreign trade restrictions
have been relaxed. Large fiscal deficits have been reduced and
inflation controlled. Nonetheless, the volatile stock markets of 1998
have clearly demonstrated that investors in the region continue to
face a number of potential risks.

POLITICAL. While investors recently have benefited from friendlier
forms of government, the Latin American political climate is still
vulnerable to sudden changes. Many countries in the region have been
in recession and have faced high unemployment. Corruption remains part
of the political landscape. This could lead to social unrest and
changes in governments that are less favorable to investors. The
investor friendly trends of social, economic, and market reforms seen
over the past several years could be reversed. Also, as has
historically been the case, the stock markets may be subject to
increased volatility as some countries approach elections: Argentina,
Chile, Mexico, and Peru.

SOCIAL UNREST. Latin America continues to suffer from one of the most
inequitable distributions of wealth in the world, as well as rampant
delinquency and street crime. The recent reforms and the move to
democracy, which were initially welcomed by the population, so far
have failed to significantly improve the living conditions of the
majority of people. This could lead to social unrest, occasional labor
strikes, rebellion, or civil war.

ECONOMIC. Many countries in the region have experienced periods of
hyperinflation which adversely impacted and may continue to impact
their economies and local stock markets. Despite signs that inflation
has been tamed, the risk of hyperinflation persists.

FOREIGN TRADE. One key to the recent economic growth in the region has
been the reduction of trade barriers and a series of free-trade
agreements. These are currently under pressure given the recent
macro-economic imbalances between many trading partners. One example
would be Mercosur, which includes Argentina, Brazil, Uruguay, and
Paraguay. As long as the economies perform well and the regimes
maintain similar economic and currency policies, all will benefit from
this agreement. However, the recent devaluation of Brazil's currency,
combined with recessions in the region, has created tension between
the largest trading partners, Brazil and Argentina. This could
threaten the pace of vital trade integration and regional economic
stability.

CURRENCY. For U.S. investors, investing in any foreign market entails
the risk of currency fluctuations; any weakness in the local currency
could erode the investment returns to U.S. investors upon currency
conversion. As is typical of emerging markets, Latin America has a
long history of currency devaluation, evidenced by the Mexican peso
crisis and the more recent Brazilian devaluation. The region remains
exposed to currency speculators, particularly if the economic or
political conditions worsen. Countries where the currency is
artificially pegged to the dollar are most at risk. For example,
predatory speculation may shift to Argentina if the cost of
maintaining the currency board reaches an unsustainable level given
the negative impact of the Brazilian devaluation, the economic
recession, the deterioration of the foreign trade balances, and the
mounting fiscal deficit.

SOVEREIGN DEBT. Although austerity programs in many countries have
significantly reduced fiscal deficits, the region is still facing
significant debt. Interest on the debt is subject to market conditions
and may reach levels that would impair economic activity and create a
difficult and costly environment for borrowers. In addition,
governments may be forced to reschedule or freeze their debt
repayment, which could negatively impact the stock market.

NATURAL RESOURCES DEPENDENCY. Commodities such as agricultural
products, minerals, and metals account for a significant percentage of
exports of many Latin American countries. As a result, these economies
have been particularly sensitive to the fluctuation of commodity
prices. As an example, Chile has been affected by the change in the
prices of copper and pulp, which has adversely affected its economy
and stock market. Similarly, because the U.S. is Mexico's largest
trading partner - accounting for more than four-fifths of its exports
- - any economic downturn in the U.S. economy could adversely impact the
Mexican economy and stock market.

NATURAL DISASTERS. The region has been subjected to periodic natural
disasters, such as earthquakes and floods. These events have often
inflicted substantial damage upon the populations and the economy.
More recently, weather disorders attributed to the "El Nino" effect
have placed a serious drag on the economy of some countries, such as
Peru and Ecuador.

FINANCIAL REPORTING STANDARDS. As is typical of many emerging markets,
many companies in the region are still controlled by families and
their associates. Accordingly, these owners may not always act in the
best interests of public shareholders. In addition, rules for
disclosing financial information are less stringent, which increases
the difficulty of accessing reliable and viable information.

SPECIAL CONSIDERATIONS REGARDING RUSSIA

Investing in Russian securities is highly speculative and involves
greater risks than generally encountered when investing in the
securities markets of the U.S. and most other developed countries.
Over the past century, Russia has experienced political and economic
turbulence and has endured decades of communist rule under which tens
of millions of its citizens were collectivized into state agricultural
and industrial enterprises. For most of the past decade, Russia's
government has been faced with the daunting task of stabilizing its
domestic economy, while transforming it into a modern and efficient
structure able to compete in international markets and respond to the
needs of its citizens. However, to date, many of the country's
economic reform initiatives have floundered as the proceeds of
International Monetary Fund and other economic assistance have
been squandered or stolen. In this environment, there is always the
risk that the nation's government will abandon the current program of
economic reform and replace it with radically different political and
economic policies that would be detrimental to the interests of
foreign investors. This could entail a return to a centrally planned
economy and nationalization of private enterprises similar to what
existed under the old Soviet Union. As recently as 1998, the
government imposed a moratorium on the repayment of its international
debt and the restructuring of the repayment terms.

Foreign investors also face a high degree of currency risk when
investing in Russian securities. In a surprise move in August 1998,
Russia devalued the ruble, defaulted on short-term domestic bonds, and
declared a moratorium on commercial debt payments. In light of these
and other recent government actions, foreign investors face the
possibility of further devaluations. In addition, there is the risk
the government may impose capital controls on foreign portfolio
investments in the event of extreme financial or political crisis.
Such capital controls would prevent the sale of a portfolio of foreign
assets and the repatriation of proceeds.

Many of Russia's businesses have failed to mobilize the available
factors of production because the country's privatization program
virtually ensured the predominance of the old management teams that
are largely non-market-oriented in their management approach. A
combination of poor accounting standards, inept management, endemic
corruption, and limited shareholder rights pose a significant risk,
particularly to foreign investors.

Compared to most national stock markets, the Russian securities market
suffers from a variety of problems not encountered in more developed
markets. Among these are thin trading activity, inadequate regulatory
protection for the rights of investors, and lax custody procedures.
Additionally, there is a dearth of solid corporate information
available to investors.

The Russian economy is heavily dependent upon the export of a range of
commodities including most industrial metals, forestry products, oil,
and gas. Accordingly, it is strongly affected by international
commodity prices and is particularly vulnerable to any weakening in
global demand for these products.

SPECIAL CONSIDERATIONS REGARDING AFRICA

Africa is a highly diverse and politically unstable continent of over
50 countries and 840 million people. Civil wars, coups, and even
genocidal warfare have beset much of this region in recent years.
Nevertheless, the continent is home to an abundance of natural
resources, including natural gas, aluminum, crude oil, copper, iron,
bauxite, cotton, diamonds, and timber. Wealthier African countries
generally have strong connections to European partners; evidence of
these relationships is seen in the growing market capitalization and
foreign investment. Economic performance remains closely tied to world
commodity markets, particularly oil, as well as agricultural
conditions, such as drought.

Several Northern African countries have substantial oil reserves and,
accordingly, their economies react strongly to world oil prices. They
share a regional and sometimes religious identification with the oil
producing nations of the Middle East and can be strongly affected by
political and economic developments in those countries. As in the
south, weather conditions have a strong impact on many of their
natural resources, as was the case in 1995, when severe drought
adversely affected economic growth.

Several African countries have active equity markets, many established
since 1989. The oldest market, in Egypt, was established in 1883,
while the youngest, in Zambia, was established in 1994. The mean age
for all equity markets is 40 years old. A total of 1,830 firms are
listed on the respective exchanges. With the exception of the
relatively large and liquid South African stock market, sub-Saharan
Africa is probably the riskiest of all the world's emerging markets.

During the past two decades, sub-Saharan Africa has lagged behind
other developing regions in economic growth. The area attracts only a
modest share of foreign direct investment and remains highly dependent
on foreign aid. The financial markets are small and underdeveloped and
offer little regulatory protection for investors. Except for South
Africa, the most fundamental problem in all of the countries in the
region is the absence of an effective court system to ensure
the enforceability of contracts. Investors in the area generally face
a high risk of continuing political and economic instability as well
as currency exchange rate volatility.

SOUTH AFRICA. South Africa has a highly developed and industrialized
economy. It is rich in mineral resources and is the world's largest
producer and exporter of gold. The nation's new government has made
remarkable progress in consolidating the nation's peaceful transition
to democracy and in redressing the socioeconomic disparities created
by apartheid. It has a sophisticated financial structure with a large
and active stock exchange that ranks 19th in the world in terms of
market capitalization. Nevertheless, investors in South Africa face a
number of risks common to other developing regions. The nation's heavy
dependence upon the export of natural resources makes its economy and
stock market vulnerable to weak global demand and declines in
commodity prices. The country's currency reserves have been a constant
problem and its currency can be vulnerable to devaluation. There is
also the risk that ethnic and civic conflict could result in the
abandonment of many of the nation's free market reforms to the
detriment of shareholders.

PORTF OLIO TRANSACTIONS OF THE FREEDOM FUNDS
PORTFOLIO TRANSACTIONS OF THE FREEDOM FUNDS

All orders for the purchase or sale of portfolio securities (normally,
shares of the underlying Fidelity funds) are placed on behalf of each
Freedom Fund by Strategic Advisers, either itself or through its
affiliates, pursuant to authority contained in each Freedom Fund's
management contract. A Freedom Fund will not incur any commissions or
sales charges when it invests in underlying Fidelity funds, but it may
incur such costs if it invests directly in other types of securities.

Strategic Advisers is also responsible for the placement of
transaction orders for other investment companies and investment
accounts for which it or its affiliates act as investment adviser. In
selecting broker-dealers, subject to applicable limitations of the
federal securities laws, Strategic Advisers consider s 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
capabilit y, and fi nancial condition of the broker-dealer firm;
the broker-dealer's execution services rendered on a continuing
basi s; and the reasonableness of any commissions.

Generally, commissions for investments traded on foreign exchanges
will be higher than for investments traded on U.S. exchanges and may
not be subject to negotiation.

Futures transactions are executed and cleared through FMCs who
receive commissions for their services.

The Freedom Funds may execute portfolio transactions with
broker-dealers who provide research and execution services to the
Freedom F unds or other investment accounts over which Strategic
Advisers or i ts affiliates exercise investment discretion. Such
services may include advice concerning the value of securities; the
advisability of investing in, purchasing, or selling securities; and
the availability of securities or the purchasers or sellers of
securities. In addition, such broker-dealers may furnish analyses and
reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of investment
accounts; and effect securities transactions and perform functions
incidental thereto (such as clearance and settlement).

The selection of such broker-dealers for transactions in equity
securities is generally made by Strategic Advisers (to the extent
possible consistent with execution considerations) in accordance with
a ranking of broker-dealers determined periodically by Strategic
Advisers' investment staff based upon the quality of research and
execution services provided.

For transactions in fixed-income securities, Strategic Advisers'
selection of broker-dealers is generally based on the availability of
a security and its price and, to a lesser extent, on the overall
quality of execution and other services, including research, provided
by the broker-dealer.

The receipt of research from broker-dealers that execute transactions
on behalf of a Freedom Fund may be useful to Strategic Advisers
in rendering investment management services to that fund or its other
clients, and conversely, such research provided by broker-dealers who
have executed transaction orders on behalf of other Strategic Advisers
clients may be useful to Strategic Advisers in carrying out its
obligations to a Freedom F und. The receipt of such research has
not reduced Strategic Advisers' normal independent research
activities; however, it enables Strategic Advisers to avoid the
additional expenses that could be incurred if Strategic Advisers tried
to develop comparable information through its own efforts.

Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.

Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer 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 Freedom F und to pay such higher
commissions, Strategic Advisers 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
Strategic Advisers' overall responsibilities to that fund or
its other clients. In reaching this determination, Strategic
Advisers 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.

To the extent permitted by applicable law, Strategic Advisers
is authorized to allocate portfolio transactions in a manner
that takes into account assistance received in the distribution of
shares of the Freedom F unds or other Fidelity funds and to use
the research services of brokerage and other firms that have provided
such assistance. Strategic Advisers may use research services provided
by and place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services Japan LLC (FBSJ),
indirect subsidiaries of FMR Corp., if the commissions are fair,
reasonable, and comparable to commissions charged by non-affiliated,
qualified brokerage firms for similar services.

Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for investment accounts which they or their affiliates manage, unless
certain requirements are satisfied. Pursuant to such requirements, the
Board of Trustees has authorized NFSC to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.

The Trustees of the Freedom Funds periodically review Strategic
Advisers' performance of its responsibilities in connection with the
placement of portfolio transactions on behalf of the Freedom Funds and
review the commissions paid by the Freedom F und s over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund s .

Each Freedom Fund's turnover rates for the fiscal periods ended March
31, 2000 and 1999 are presented in the table below.

Turnover Rates 2000 1999

Freedom Income 37% 29%

Freedom 2000 37% 27%

Freedom 2010 33% 27%

Freedom 2020 28% 18%

Freedom 2030 26% 16%

A fund may pay both commissions and spreads in connection with the
placement of portfolio transactions. For the fiscal years ended March
31, 2000, 1999, and 1998, the funds paid no brokerage commissions.

PORTFOLIO TRANSACTIONS OF THE UNDERLYING FIDELITY FUNDS

All orders for the purchase or sale of portfolio securities are
placed on behalf of each underlying Fidelity fund by FMR pursuant to
authority contained in the management contract. Because the market for
most OTC securities is made by market makers or dealers, rather than
on an exchange, FMR will place most of its orders on behalf of
Fidelity OTC Portfolio with dealers. Ordinarily commissions are not
charged on such orders. Thus, Fidelity OTC Portfolio should incur a
relatively small amount of commission expenses. When Fidelity OTC
Portfolio places an order with a dealer, it pays a spread, which is
included in the cost of the security, and is the difference between
the dealer's cost and the cost to the fund.

FMR is also responsible for the placement of transaction orders for
other investment companies and investment 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, if
applicable, arrangements for payment of fund expenses.

If FMR grants investment management authority to a sub-adviser,
that sub-adviser is authorized to place orders for the purchase and
sale of portfolio securities, and will do so in accordance with the
policies described above.

Generally, commissions for investments traded on foreign exchanges
will be higher than for investments traded on U.S. exchanges and may
not be subject to negotiation.

Futures transactions are executed and cleared through FCMs who
receive commissions for their services.

Each of the underlying Fidelity funds may execute portfolio
transactions with broker-dealers who provide research and execution
services to the fund or other investment accounts over which FMR or
their affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability
of securities or the purchasers or sellers of securities. In addition,
such broker-dealers may furnish analyses and reports concerning
issuers, industries, securities, economic factors and trends,
portfolio strategy, and performance of investment accounts; and effect
securities transactions and perform functions incidental thereto (such
as clearance and settlement).

The selection of such broker-dealers for transactions in equity
securities 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.

For transactions in fixed-income securities, FMR's selection of
broker-dealers is generally based on the availability of a security
and its price and, to a lesser extent, on the overall quality of
execution and other services, including research, provided by the
broker-dealer.

The receipt of research from broker-dealers that execute
transactions on behalf of an underlying Fidelity fund may be useful to
FMR in rendering investment management services to that 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 an
underlying Fidelity 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, a
fund may pay a broker-dealer 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 that fund or 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.

To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the underlying
Fidelity funds or other Fidelity funds and to use the research
services of brokerage and other firms that have provided such
assistance. FMR may use research services provided by and place agency
transactions with NFSC and FBSJ, indirect subsidiaries of FMR Corp.,
if the commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services.

FMR may allocate brokerage transactions to broker-dealers
(including affiliates of FMR) who have entered into arrangements with
FMR under which the broker-dealer allocates a portion of the
commissions paid by a fund toward the reduction of that fund's
expenses. The transaction quality must, however, be comparable to
those of other qualified broker-dealers.

Section 11(a) of the Securities Exchange Act of 1934 prohibits
members of national securities exchanges from executing exchange
transactions for investment accounts which they or their affiliates
manage, unless certain requirements are satisfied. Pursuant to such
requirements, the Board of Trustees has authorized NFSC to execute
portfolio transactions on national securities exchanges in accordance
with approved procedures and applicable SEC rules.

The Trustees of each underlying Fidelity fund periodically review
FMR's performance of its responsibilities in connection with the
placement of portfolio transactions on behalf of the fund and review
the commissions paid by the fund over representative periods of time
to determine if they are reasonable in relation to the benefits to the
fund.

FREEDOM FUNDS AND UNDERLYING FIDELITY FUNDS

The Trustees of the funds have approved procedures in conformity
with Rule 10f-3 under the 1940 Act whereby a fund may purchase
securities that are offered in underwritings in which an affiliate of
FMR participates. These procedures prohibit a fund from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the fund could purchase in the underwriting.

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 the fund on portfolio transactions is legally
permissible and advisable. The funds seek 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 the Freedom Funds are
substantially the same as those of the underlying Fidelity funds and
other funds managed by FMR or its affiliates, investment decisions for
the Freedom Funds are made independently from those of other funds or
investment accounts managed by FMR or its affiliates. It sometimes
happens that the same security is held in the portfolio of more than
one of these funds or investment accounts. Simultaneous transactions
are inevitable when several funds and investment accounts are managed
by the same investment adviser, or an affiliate thereof, particularly
when the same security is suitable for the investment objective of
more than one fund or investment account.

When two or more of the Freedom Funds and underlying Fidelity funds
are simultaneously engaged in the purchase or sale of the same
security, the prices and amounts are allocated in accordance with
procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other
cases, however, the ability of the funds to participate in volume
transactions will produce better executions and prices for the funds.
It is the current opinion of the Trustees that the desirability of
retaining Strategic Advisers or FMR as investment adviser to each of
the Freedom Funds and underlying Fidelity funds, as applicable,
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.

VALUATION

Each fund's NAV is the value of a single share. The NAV of each fund
is computed by adding the value of the fund's investments, cash, and
other assets, subtracting its liabilities, and dividing the result by
the number of shares outstanding.

The assets of each Freedom Fund consist primarily of shares of the
underlying Fidelity funds, which are valued at their respective NAVs.

VALUATION OF UNDERLYING FIDELITY FUNDS

GROWTH AND GROWTH & INCOME FUNDS. Portfolio securities are valued by
various methods depending on the primary market or exchange on which
they trade. Most equity securities for which the primary market is the
United States are valued at last sale price or, if no sale has
occurred, at the closing bid price. Most equity securities for which
the primary market is outside the United States are valued using the
official closing price or the last sale price in the principal market
in which they are traded. If the last sale price (on the local
exchange) is unavailable, the last evaluated quote or closing bid
price normally is used. Securities of other open-end investment
companies are valued at their respective NAVs.

Fixed-income securities and other assets for which market quotations
are readily available may be valued at market values determined by
such securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets. Or, fixed-income securities and convertible securities may be
valued on the basis of information furnished by a pricing service that
uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. Use of pricing
services has been approved by the Board of Trustees. A number of
pricing services are available, and the funds may use various pricing
services or discontinue the use of any pricing service.

Futures contracts and options are valued on the basis of market
quotations, if available.

Independent brokers or quotation services provide prices of foreign
securities in their local currency. Fidelity Service Company, Inc.
(FSC) gathers all exchange rates daily at the close of the NYSE using
the last quoted price on the local currency and then translates the
value of foreign securities from their local currencies into U.S.
dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation
of NAV. If an event that is expected to materially affect the value of
a portfolio security occurs after the close of an exchange or market
on which that security is traded, then that security will be valued in
good faith by a committee appointed by the Board of Trustees.

Short-term securities with remaining maturities of sixty days or less
for which market quotations and information furnished by a pricing
service are not readily available are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value.

The procedures set forth above need not be used to determine the value
of the securities owned by a fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method would more
accurately reflect the fair value of such securities. For example,
securities and other assets for which there is no readily available
market value may be valued in good faith by a committee appointed by
the Board of Trustees. In making a good faith determination of the
value of a security, the committee may review price movements in
futures contracts and ADRs, market and trading trends, the bid/ask
quotes of brokers and off-exchange institutional trading.

TAXABLE BOND FUNDS. Portfolio securities are valued by various methods
depending on the primary market or exchange on which they trade.
Fixed-income securities and other assets for which market quotations
are readily available may be valued at market values determined by
such securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets. Or, fixed-income securities and convertible securities may be
valued on the basis of information furnished by a pricing service that
uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. Use of pricing
services has been approved by the Board of Trustees. A number of
pricing services are available, and the funds may use various pricing
services or discontinue the use of any pricing service.

Most equity securities for which the primary market is the United
States are valued at last sale price or, if no sale has occurred, at
the closing bid price. Most equity securities for which the primary
market is outside the United States are valued using the official
closing price or the last sale price in the principal market in which
they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or closing bid price normally is
used.

Futures contracts and options are valued on the basis of market
quotations, if available. Securities of other open-end investment
companies are valued at their respective NAVs.

Independent brokers or quotation services provide prices of foreign
securities in their local currency. FSC gathers all exchange rates
daily at the close of the NYSE using the last quoted price on the
local currency and then translates the value of foreign securities
from their local currencies into U.S. dollars. Any changes in the
value of forward contracts due to exchange rate fluctuations and days
to maturity are included in the calculation of NAV. If an event that
is expected to materially affect the value of a portfolio security
occurs after the close of an exchange or market on which that security
is traded, then that security will be valued in good faith by a
committee appointed by the Board of Trustees.

MONEY MARKET FUND. Portfolio securities and other assets are valued on
the basis of amortized cost. This technique involves initially valuing
an instrument at its cost as adjusted for amortization of premium or
accretion of discount rather than its current market value. The
amortized cost value of an instrument may be higher or lower than the
price the fund would receive if it sold the instrument.

Securities of other open-end investment companies are valued at their
respective NAVs.

At such intervals as they deem appropriate, the Trustees consider the
extent to which NAV calculated by using market valuations would
deviate from the $1.00 per share calculated using amortized cost
valuation. If the Trustees believe that a deviation from the fund's
amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or
reduce, to the extent reasonably practicable, the dilution or unfair
results. Such corrective action could include selling portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends; redeeming
shares in kind; establishing NAV by using available market quotations;
and such other measures as the Trustees may deem appropriate.

PERFORMANCE

The Freedom Funds and the underlying Fidelity funds may quote
performance in various ways, and the Freedom Funds may quote the
performance of various underlying Fidelity funds. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. The share price of a bond or
equity fund, the yield, if applicable, of a bond, money market, or
equity fund, and return fluctuate in response to market conditions and
other factors, and the value of an equity or bond fund's shares when
redeemed may be more or less than their original cost. The following
paragraphs describe how yield and return are calculated by the Freedom
Funds and the underlying Fidelity funds.

YIELD CALCULATIONS (FREEDOM INCOME). The yield for Freedom Income is
the asset-weighted average of the yields of the underlying Fidelity
funds in which it invests, reduced by Freedom Income's expenses. The
asset-weighted yield is calculated by multiplying the yield of each
underlying fund by the value of Freedom Income's investment in that
fund, adding together the results, dividing the sum by Freedom
Income's total net assets and then subtracting the annualized expenses
of Freedom Income. The asset-weighted yield is currently calculated
once a month as of the last day of the prior month. In those cases
where a yield is not published for an underlying fund, that fund's
yield is assumed to be zero for purposes of this calculation.

YIELD CALCULATIONS (MONEY MARKET FUND).To compute the yield for a
money market fund for a period, the net change in value of a
hypothetical account containing one share reflects the value of
additional shares purchased with dividends from the one original share
and dividends declared on both the original share and any additional
shares. The net change is then divided by the value of the account at
the beginning of the period to obtain a base period return. This base
period return is annualized to obtain a current annualized yield. A
money market fund also may calculate an effective yield by compounding
the base period return over a one-year period. In addition to the
current yield, a money market fund may quote yields in advertising
based on any historical seven-day period. Yields for a money market
fund are calculated on the same basis as other money market funds, as
required by applicable regulation.

Yield information may be useful in reviewing a fund's performance and
in providing a basis for comparison with other investment
alternatives. However, a fund's yield fluctuates, unlike investments
that pay a fixed interest rate over a stated period of time. When
comparing investment alternatives, investors should also note the
quality and maturity of the portfolio securities of respective
investment companies they have chosen to consider.

Investors should recognize that in periods of declining interest rates
a fund's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a fund's yield will
tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a fund from the continuous sale of its
shares will likely be invested in instruments producing lower yields
than the balance of the fund's holdings, thereby reducing a fund's
current yield. In periods of rising interest rates, the opposite can
be expected to occur.

YIELD CALCULATIONS (BOND AND EQUITY FUNDS). Yields for a fund are
computed by dividing a fund's interest and dividend income for a given
30-day or one-month period, net of expenses, by the average number of
shares entitled to receive distributions during the period, dividing
this figure by the fund's NAV or offering price, as applicable at the
end of the period, and annualizing the result (assuming compounding of
income) in order to arrive at an annual percentage rate. Yields do not
reflect Fidelity Capital & Income Fund's trading fee or Fidelity
Diversified International Fund's, Fidelity Europe Fund's, Fidelity
Japan Fund's, Fidelity Overseas Fund's, and Fidelity Southeast
Asia Fund's short-term trading fee. Income is calculated for purposes
of yield quotations in accordance with standardized methods applicable
to all stock and bond funds. Dividends from equity securities
are treated as if they were accrued on a daily basis, solely for the
purposes of yield calculations. In general, interest income is reduced
with respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and
is increased with respect to bonds trading at a discount by adding a
portion of the discount to daily income. For a fund's investments
denominated in foreign currencies, income and expenses are calculated
first in their respective currencies, and then are converted to U.S.
dollars, either when they are actually converted or at the end of the
30-day or one month period, whichever is earlier. Income is adjusted
to reflect gains and losses from principal repayments received by a
fund with respect to mortgage-related securities and other
asset-backed securities. Other capital gains and losses generally are
excluded from the calculation as are gains and losses from currency
exchange rate fluctuations.

Income calculated for the purposes of calculating a fund's yield
differs from income as determined for other accounting purposes.
Because of the different accounting methods used, and because of the
compounding of income assumed in yield calculations, a fund's yield
may not equal its distribution rate, the income paid to an
investor's account, or the income reported in the fund's financial
statements.

RETURN CALCULATIONS. Returns quoted in advertising reflect all aspects
of a fund's return, including the effect of reinvesting dividends and
capital gain distributions, and any change in a fund's NAV over a
stated period. A cumulative return reflects actual performance over a
stated period of time. Average annual returns are calculated by
determining the growth or decline in value of a hypothetical
historical investment in a fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had
been constant over the period. For example, a cumulative return of
100% over ten years would produce an average annual return of 7.18%,
which is the steady annual rate of return that would equal 100% growth
on a compounded basis in ten years. While average annual returns are a
convenient means of comparing investment alternatives, investors
should realize that a fund's performance is not constant over time,
but changes from year to year, and that average annual returns
represent averaged figures as opposed to the actual year-to-year
performance of a fund.

In addition to average annual returns, a fund may quote unaveraged or
cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a
series of redemptions, over any time period. Returns may be broken
down into their components of income and capital (including capital
gains and changes in share price) to illustrate the relationship of
these factors and their contributions to return. Returns may be quoted
on a before-tax or after-tax basis. After-tax returns reflect the
return of a hypothetical account after payment of federal and/or state
taxes using assumed tax rates. After-tax returns may assume that taxes
are paid at the time of distribution or once a year or are paid in
cash or by selling shares, that shares are held through the entire
period, sold on the last day of the period, or sold at a future date,
and distributions are reinvested or paid in cash. Returns may or
may not include the effect of a fund's trading fee, the effect of a
fund's maximum sales charge or the effect of a fund's small account
fee. Excluding a fund's trading fee, sales charge or small account fee
from a return calculation produces a higher return figure.
Returns, yields, if applicable, and other performance information may
be quoted numerically or in a table, graph, or similar illustration.

NET ASSET VALUE. Charts and graphs using a fund's NAVs, adjusted NAVs,
and benchmark indexes may be used to exhibit performance. An adjusted
NAV includes any distributions paid by a fund and reflects all
elements of its return. Unless otherwise indicated, a fund's adjusted
NAVs are not adjusted for sales charges, if any.

MOVING AVERAGES. A fund may illustrate performance using moving
averages. A long-term moving average is the average of each week's
adjusted closing NAV for a specified period. A short-term moving
average is the average of each day's adjusted closing NAV for a
specified period. Moving Average Activity Indicators combine adjusted
closing NAVs from the last business day of each week with moving
averages for a specified period to produce indicators showing when an
NAV has crossed, stayed above, or stayed below its moving average. The
13-week and 39-week long-term moving averages for each fund are shown
in the table below.

Fund 13-Week Long-Term Moving 39-Week Long-Term Moving
Average Average

Freedom Income* $ 11.37 $ 11.06

Freedom 2000* $ 13.15 $ 12.60

Freedom 2010* $ 15.09 $ 14.18

Freedom 2020* $ 16.66 $ 15.39

Freedom 2030* $ 17.18 $ 15.74

* On March 31, 2000.

HISTORICAL FUND RESULTS. The following table shows each Freedom Fund's
returns and for Freedom Income, its 30-day yield, for the fiscal
period ended March 31, 2000.

Average Annual Returns Cumulative Returns

Thirty- Day Yield** One Year Life of Fund* One Year Life of Fund*

Freedom Income 4.96% 8.96% 9.86% 8.96% 38.39%

Freedom 2000 N/A 13.81% 14.21% 13.81% 58.26%

Freedom 2010 N/A 20.32% 19.04% 20.32% 82.58%

Freedom 2020 N/A 26.74% 22.47% 26.74% 101.43%

Freedom 2030 N/A 29.64% 23.60% 29.64% 107.96%

</TABLE>

* From October 17, 1996 (commencement of operations).

** The yield for Freedom Income is the asset-weighted average of the
yields of the underlying Fidelity funds in which it invests, reduced
by Freedom Income's expenses.

Note: If Strategic Advisers had not reimbursed certain fund expenses
during these periods, each Freedom F und's returns would have
been lower.

Note: If Strategic Advisers had not reimbursed certain fund expenses
during these periods, Freedom Income's yield would have been
4.94 %.

HISTORICAL FUND RESULTS - UNDERLYING FIDELITY FUNDS. The following
table shows the underlying Fidelity funds' 7-day or 30-day yields
and/or return for the fiscal period ended March 31, 2000. Returns
include the effect of a fund's maximum sales charge, if any, but do
not include the effect of Fidelity Capital & Income Fund's trading
fee or Fidelity Europe Fund's, Fidelity Japan Fund's, Fidelity
Southeast Asia Fund's, Fidelity Diversified International Fund's, and
Fidelity Overseas Fund's short-term trading fee.

Average Annual Total Returns Cumulative
Total
Returns

Underlying Fidelity Fund Thirty-/Seven- Day One Year Five Years Ten Years/ Life of Fund* One Year
Yield(dagger)

Fidelity Blue Chip Growth Fund1 N/A 24.39% 26.00% 22.88% 24.39%

Fidelity Capital & Income Fund2 10.73% 6.78% 11.09% 13.57% 6.78%

Fidelity Disciplined Equity N/A 22.18% 23.91% 18.79% 22.18%
Fund

Fidelity Diversified N/A 47.07% 22.41% 15.68% 47.07%
International Fund3

Fidelity Equity-Income Fund N/A 2.17% 17.94% 14.94% 2.17%

Fidelity Europe Fund4 N/A 30.28% 22.51% 13.75% 30.28%

Fidelity Fund N/A 21.29% 26.99% 18.73% 21.29%

Fidelity Government Income Fund 6.43% 1.67% 6.41% 7.73% 1.67%

Fidelity Growth & Income N/A 8.88% 22.90% 18.69% 8.88%
Portfolio

Fidelity Growth Company Fund5 N/A 95.57% 37.49% 25.58% 95.57%

Fidelity Intermediate Bond Fund 6.91% 2.12% 6.03% 7.16% 2.12%

Fidelity Investment Grade 6.76% 1.53% 6.53% 7.96% 1.53%
Bond Fund

Fidelity Japan Fund6 N/A 108.71% 17.12% 15.15% 108.71%

Fidelity Money Market Trust: 5.74% 5.27% 5.39% 5.13% 5.27%
Retirement Money Market
Portfolio

Fidelity OTC Portfolio7 N/A 82.56% 37.27% 24.83% 82.56%

Fidelity Overseas Fund3 N/A 39.74% 17.59% 11.07% 39.74%

Fidelity Southeast Asia Fund8 N/A 98.81% 8.24% 9.56% 98.81%

</TABLE>

Cumulative Total Returns

Underlying Fidelity Fund Five Years Ten Years/ Life of Fund*

Fidelity Blue Chip Growth Fund1 217.60% 685.15%

Fidelity Capital & Income Fund2 69.19% 257.03%

Fidelity Disciplined Equity 192.07% 459.44%
Fund

Fidelity Diversified 174.83% 233.32%
International Fund3

Fidelity Equity-Income Fund 128.16% 302.59%

Fidelity Europe Fund4 175.98% 262.63%

Fidelity Fund 230.24% 456.55%

Fidelity Government Income Fund 36.45% 110.54%

Fidelity Growth & Income 180.34% 454.58%
Portfolio

Fidelity Growth Company Fund5 391.35% 875.10%

Fidelity Intermediate Bond Fund 34.04% 99.69%

Fidelity Investment Grade 37.19% 115.06%
Bond Fund

Fidelity Japan Fund6 120.34% 189.82%

Fidelity Money Market Trust: 29.99% 64.84%
Retirement Money Market
Portfolio

Fidelity OTC Portfolio7 387.37% 818.90%

Fidelity Overseas Fund3 124.82% 185.77%

Fidelity Southeast Asia Fund8 48.54% 88.65%

</TABLE>

* Fidelity Diversified International Fund commenced operations on
December 27, 1991.
Fidelity Japan Fund commenced operations on September 15, 1992.
Fidelity Southeast Asia Fund commenced operations on April 19, 1993.

(dagger) Yields shown are for the 30-day period ended March 31, 2000,
except for the yield shown for Fidelity Money Market Trust: Retirement
Money Market Portfolio, which is for the seven-day period ended March
31, 2000.

1 Total return figures include the effect of Fidelity Blue Chip Growth
Fund's 3.0% sales charge which was in effect prior to October 1, 1998.

2 Total return figures do not include the effect of Fidelity Capital &
Income Fund's 1.5% redemption fee, applicable to shares held less than
365 days. In addition, when considering historical performance, be
aware that effective December 30, 1990, the fund adopted a new
investment objective and changed its name from Fidelity High Income
Fund to Fidelity Capital & Income Fund. Accordingly, historical
performance may not be representative of the fund's future performance
under its current investment objective and policies.

3 Total return figures do not include the effect of Fidelity
Diversified International Fund's and Fidelity Overseas Fund's 1.00%
short-term trading fee, applicable to shares held less than 30 days
that are redeemed after May 31, 2000.

4 Total return figures include the effect of Fidelity Europe
Fund's 3.0% sales charge (eliminated effective March 1, 2000), but do
not include the effect of the fund's 1.0% short-term trading fee,
applicable to shares held less than 90 days that were redeemed on or
before February 29, 2000.

5 Total return figures include the effect of Fidelity Growth
Company's 3.0% sales charge which was in effect prior to January 1,
1997.

6 Total return figures include the effect of Fidelity Japan Fund's
3.0% sales charge, but do not include the effect of the fund's 1.5%
short-term trading fee, applicable to shares held less than 90 days.

7 Total return figures include the effect of Fidelity OTC
Portfolio's 3.0% sales charge which was in effect prior to October 1,
1998.

8 Total return figures include the effect of Fidelity Southeast
Asia Fund's 3.0% sales charge, but do not include the effect of the
fund's 1.5% short-term trading fee, applicable to shares held less
than 90 days.

Note: If FMR had not reimbursed certain underlying Fidelity fund
expenses during these periods, Fidelity Diversified International
Fund' s , Fidelity Europe Fund's, Fidelity Intermediate
Bond Fund's, Fidelity Japan Fund's, Fidelity Money Market Trust:
Retirement Money Market Portfolio's, and Fidelity Southeast Asia
Fund's, returns would have been lower.

The performance data relating to the underlying Fidelity funds set
forth above is not indicative of future performance of either the
underlying Fidelity funds or the Freedom Funds. The returns of
Fidelity Japan Fund's and Fidelity Southeast Asia Fund's include the
effect of sales charges that will not be incurred by the Freedom Funds
when they purchase shares of those funds.

The following tables show the income and capital elements of each
fund's cumulative return. The tables compare each fund's return to the
record of the S&P 500, the Dow Jones Industrial Average (DJIA), and
the cost of living, as measured by the Consumer Price Index (CPI),
over the same period. The S&P 500 and DJIA comparisons are provided to
show how each fund's return compared to the record of a market
capitalization-weighted index of common stocks and a narrower set of
stocks of major industrial companies, respectively, over the same
period. Each fund has the ability to invest in securities not included
in either index, and its investment portfolio may or may not be
similar in composition to the indexes. The S&P 500 and DJIA returns
are based on the prices of unmanaged groups of stocks and, unlike each
fund's returns, do not include the effect of brokerage commissions or
other costs of investing.

The following tables show the growth in value of a hypothetical
$10,000 investment in each fund during the life of each fund, assuming
all distributions were reinvested. Returns are based on past results
and are not an indication of future performance. Tax consequences of
different investments have not been factored into the figures below.

During the period from October 17, 1996 (commencement of operations)
to March 31, 2000, a hypothetical $10,000 investment in Freedom Income
would have grown to $13,839.

FREEDOM INCOME INDEXES

Period Ended
March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P 500
Investment Distributions Gain Distributions

2000 $ 11,580 $ 1,910 $ 349 $ 13,839 $ 22,345

1999 $ 11,250 $ 1,250 $ 201 $ 12,701 $ 18,945

1998 $ 10,950 $ 702 $ 65 $ 11,717 $ 15,993

1997* $ 10,060 $ 139 $ 0 $ 10,199 $ 10,806

</TABLE>

FREEDOM INCOME INDEXES

Period Ended March 31 DJIA Cost of Living**

2000 $ 19,098 $ 10,809

1999 $ 16,858 $ 10,423

1998 $ 14,906 $ 10,246

1997* $ 10,966 $ 10,107

</TABLE>

* From October 17, 1996 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Freedom
Income on October 17, 1996, the net amount invested in fund shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $12,120. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $1,640 for dividends and $300 for capital gain
distributions.

During the period from October 17, 1996 (commencement of operations)
to March 31, 2000, a hypothetical $10,000 investment in Freedom 2000
would have grown to $15,826.

FREEDOM 2000 INDEXES

Period Ended
March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P 500
Investment Distributions Gain Distributions

2000 $ 13,470 $ 1,615 $ 741 $ 15,826 $ 22,345

1999 $ 12,600 $ 933 $ 372 $ 13,905 $ 18,945

1998 $ 11,980 $ 470 $ 133 $ 12,583 $ 15,993

1997* $ 10,120 $ 89 $ 0 $ 10,209 $ 10,806

</TABLE>

FREEDOM 2000 INDEXES

Period Ended March 31 DJIA Cost of Living**

2000 $ 19,098 $ 10,809

1999 $ 16,858 $ 10,423

1998 $ 14,906 $ 10,246

1997* $ 10,966 $ 10,107

</TABLE>

* From October 17, 1996 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Freedom
2000 on October 17, 1996, the net amount invested in fund shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $12,101. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amou nted to $1,340 for dividends and $620 for
ca pital gain distributions.

During the period from October 17, 1996 (commencement of operations)
to March 31, 2000, a hypothetical $10,000 investment in Freedom 2010
would have grown to $18,258.

FREEDOM 2010 INDEXES

Period Ended
March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P 500
Investment Distributions Gain Distributions

2000 $ 15,550 $ 1,712 $ 996 $ 18,258 $ 22,345

1999 $ 13,760 $ 990 $ 425 $ 15,175 $ 18,945

1998 $ 12,810 $ 558 $ 103 $ 13,471 $ 15,993

1997* $ 10,150 $ 109 $ 0 $ 10,259 $ 10,806

</TABLE>

FREEDOM 2010 INDEXES

Period Ended March 31 DJIA Cost of Living**

2000 $ 19,098 $ 10,809

1999 $ 16,858 $ 10,423

1998 $ 14,906 $ 10,246

1997* $ 10,966 $ 10,107

</TABLE>

* From October 17, 1996 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Freedom
2010 on October 17, 1996, the net amount invested in fund shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $ 12 ,265. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $1, 320 for dividends and $ 790 for
capital gain distributions.

During the period from October 17, 1996 (commencement of operations)
to March 31, 2000, a hypothetical $10,000 investment in Freedom 2020
would have grown to $20, 143 .

FREEDOM 2020 INDEXES

Period Ended
March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P 500
Investment Distributions Gain Distributions

2000 $ 17,280 $ 1,587 $ 1,276 $ 20,143 $ 22,345

1999 $ 14,550 $ 872 $ 471 $ 15,893 $ 18,945

1998 $ 13,280 $ 510 $ 151 $ 13,941 $ 15,993

1997* $ 10,210 $ 89 $ 0 $ 10,299 $ 10,806

</TABLE>

FREEDOM 2020 INDEXES

Period Ended March 31 DJIA Cost of Living**

2000 $ 19,098 $ 10,809

1999 $ 16,858 $ 10,423

1998 $ 14,906 $ 10,246

1997* $ 10,966 $ 10,107

</TABLE>

* From October 17, 1996 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Freedom
2020 on October 17, 1996, the net amount invested in fund shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $12,280. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted t o $1,160 for dividends and $970 fo r
capital gain distributions.

During the period from October 17, 1996 (commencement of operations)
to March 31, 2000, a hypothetical $10,000 investment in Freedom 2030
would have grown to $ 20,796 .

FREEDOM 2030 INDEXES

Period Ended
March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P 500
Investment Distributions Gain Distributions

2000 $ 17,840 $ 1,475 $ 1,481 $ 20,796 $ 22,345

1999 $ 14,550 $ 788 $ 703 $ 16,041 $ 18,945

1998 $ 13,420 $ 475 $ 140 $ 14,035 $ 15,993

1997* $ 10,210 $ 89 $ 0 $ 10,299 $ 10,806

</TABLE>

FREEDOM 2030

Period Ended March 31 DJIA Cost of Living**

2000 $ 19,098 $ 10,809

1999 $ 16,858 $ 10,423

1998 $ 14,906 $ 10,246

1997* $ 10,966 $ 10,107

</TABLE>

* From October 17, 1996 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Freedom
2030 on October 17, 1996, the net amount invested in fund shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $ 12,283 . If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted t o $1,050 for dividends and $1,080 for
capital gain distributions.

AFTER-TAX RESULTS FOR EACH FUND. The following table shows each
fund's pre-liquidation and post-liquidation after-tax returns, as
provided by Morningstar, Inc., for the fiscal period ended March 31,
2000.

The pre-liquidation calculation assumes (i) that taxes are paid on
distributions at the time of the distribution, (ii) that shares were
held for the entire measurement period, and (iii) that no taxes have
been paid on accumulated capital appreciation. The post-liquidation
calculation assumes (i) that taxes are paid on distributions at the
time of the distribution and (ii) that shares have been sold at the
end of the measurement period.

The pre-liquidation and post-liquidation after-tax calculations
assume the highest individual federal income and capital gains tax
rates in effect at the time the distribution is paid. The applicable
tax rate is applied to distributions as if they were paid in cash and
the remainder of the distribution is assumed to be reinvested in
shares of the fund. State and local taxes are not considered.

The post-liquidation after-tax calculation assumes the long-term
capital gains tax rate on accumulated capital appreciation for all
periods. If there would have been a capital loss on liquidation, the
loss is recorded as a tax benefit, increasing the post-liquidation
return.

Average Annual Returns

Fund Name One Year

Freedom Income - 6.74%
Pre-Liquidation Returns

Freedom Income - 6.13%
Post-Liquidation Returns

Freedom 2000 - 11.53%
Pre-Liquidation Returns

Freedom 2000 - 10.10%
Post-Liquidation Returns

Freedom 2010 - 18.06%
Pre-Liquidation Returns

Freedom 2010 - 15.37%
Post-Liquidation Returns

Freedom 2020 - 24.43%
Pre-Liquidation Returns

Freedom 2020 - 20.55%
Post-Liquidation Returns

Freedom 2030 - 27.59%
Pre-Liquidation Returns

Freedom 2030 - 22.94%
Post-Liquidation Returns

INTERNATIONAL INDEXES, MARKET CAPITALIZATION, AND NATIONAL
STOCK MARKET RETURN

The following tables show the total market capitalization of certain
countries according to the Morgan Stanley Capital International
indexes database, the total market capitalization of Latin American
countries according to the International Finance Corporation Emerging
Markets database, and the performance of national stock markets as
measured in U.S. dollars by the Morgan Stanley Capital International
stock market indexes for the twelve months ended March 31, 2000. Of
course, these results are not indicative of future stock market
performance or the funds' performance. Market conditions during the
periods measured fluctuated widely. Brokerage commissions and other
fees are not factored into the values of the indexes.

MARKET CAPITALIZATION. Companies outside the United States now make up
nearly two-thirds of the world's stock market capitalization.
According to Morgan Stanley Capital International, the size of the
markets as measured in U.S. dollars grew from $7,920.2 billion in 1999
t o $10,659.6 billion in 2000.

The following table measures the total market capitalization of
certain countries according to the Morgan Stanley Capital
International indexes database. The value of each market is measured
in billions of U.S. dollars as of March 31, 2000.

TOTAL MARKET CAPITALIZATION

Australia $ 230.8 Japan $ 2,825.3

Austria $ 19.9 Malaysia $ 94.6

Belgium $ 70.6 Netherlands $ 510.7

Canada $ 504.1 Norway $ 34.7

Denmark $ 84.7 Singapore $ 85.1

France $ 1,074.8 Spain $ 279.1

Germany $ 959.7 Sweden $ 319.8

Hong Kong $ 236.8 Switzerland $ 541.8

Italy $ 420.4 United Kingdom $ 2,022.6

United States $ 10,315.4

The following table measures the total market capitalization of Latin
American countries according to the Morgan Stanley Capital
International database. The value of each market is measured in
billions of U.S. dollars as of March 31, 2000.

TOTAL MARKET CAPITALIZATION - LATIN AMERICA

Argentina $ 24.2

Brazil $ 139.4

Chile $ 39.2

Colombia $ 3.7

Mexico $ 132.7

Venezuela $ 6.7

Peru $ 8.2

Total Latin America $ 354.1

NATIONAL STOCK MARKET PERFORMANCE. Certain national stock markets have
outperformed the U.S. stock market. The first table below represents
the performance of national stock markets as measured in U.S. dollars
by the Morgan Stanley Capital International stock market indexes for
the twelve months ended March 31, 2000. The second table shows the
same performance as measured in local currency. Each table measures
return based on the period's change in price, dividends paid on stocks
in the index, and the effect of reinvesting dividends net of any
applicable foreign taxes. These are unmanaged indexes composed of a
sampling of selected companies representing an approximation of the
market structure of the designated country.

STOCK MARKET PERFORMANCE
MEASURED IN U.S. DOLLARS

Australia 1.92% Japan 45.14%

Austria -18.05% Malaysia 148.73%

Belgium -23.25% Netherlands 11.04%

Canada 67.25% Norway 11.04%

Denmark 38.46% Singapore 42.81%

France 35.69% Spain 14.29%

Germany 38.68% Sweden 100.47%

Hong Kong 50.16% Switzerland -6.36%

Italy 2.59% United Kingdom 1.82%

United States 17.27%

STOCK MARKET PERFORMANCE
MEASURED IN LOCAL CURRENCY

Australia 6.03% Japan 25.73%

Austria -7.56% Malaysia 111.52%

Belgium -13.42% Netherlands 25.24%

Canada 60.52% Norway 21.22%

Denmark 56.44% Singapore 41.33%

France 53.05% Spain 28.92%

Germany 56.42% Sweden 110.62%

Hong Kong 50.88% Switzerland 5.16%

Italy 15.71% United Kingdom 3.03%

United States 17.27%

The following table shows the average annualized stock market returns
measured in U.S. dollars as of March 31, 2000.

<TABLE>
<CAPTION>
<S> <C> <C>
STOCK MARKET PERFORMANCE

Five Years Ended March 31, 2000 Ten Years Ended March 31, 2000

Germany 20.88% 11.72%

Hong Kong 13.27% 19.69%

Japan 2.58% 3.15%

Spain 29.52% 15.33%

United Kingdom 17.34% 14.16%

United States 27.08% 18.67%

</TABLE>

PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on
return, assume reinvestment of distributions, do not take sales
charges or trading fees into consideration, and are prepared without
regard to tax consequences. Lipper may also rank based on yield. In
addition to the mutual fund rankings, a fund's performance may be
compared to stock, bond, and money market mutual fund performance
indexes prepared by Lipper or other organizations. When comparing
these indexes, it is important to remember the risk and return
characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds
may offer greater stability of principal, but generally do not offer
the higher potential returns available from stock mutual funds.

From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a fund may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.

A fund's performance may also be compared to that of each benchmark
index representing the universe of securities in which the fund may
invest. The return of each index reflects reinvestment of all
dividends and capital gains paid by securities included in each index.
Unlike a fund's returns, however, each index's returns do not reflect
brokerage commissions, transaction fees, or other costs of investing
directly in the securities included in the index.

The performance of each Freedom Fund may be compared to the
performance of a target asset allocation composite index (Composite
Index). A Freedom Fund's Composite Index is a representation of the
performance of the asset classes (domestic and international equity
funds, investment-grade and high yield fixed-income funds, and money
market funds) in which a Freedom Fund is invested and is based on the
weightings of each asset class in a Freedom Fund. The following
indexes are used to calculate a Freedom Fund's Composite Index:
Wilshire 5000 Total Market Index (Wilshire 5000) for the
domestic equity fund class, Morgan Stanley Capital International
Europe, Australasia and Far East Index (MSCI EAFE) for the
international equity fund class, Lehman Brothers Aggregate Bond Index
for the investment-grade fixed-income fund class, Merrill Lynch High
Yield Master II Index for the high yield fixed-income fund class, and
Lehman Brothers 3-Month Treasury Bill Index for the money market fund
class. The index weightings of each Composite Index are rebalanced
monthly.

The index weightings in the Fidelity Freedom 2000 Composite Index,
Fidelity Freedom 2010 Composite Index, Fidelity Freedom 2020 Composite
Index, and Fidelity Freedom 2030 Composite Index, are adjusted
semi-annually to reflect the changing asset allocations of the Freedom
Funds with target retirement dates. On June 30 of each calendar year,
the index weightings will be adjusted to reflect the average of the
Freedom Fund's actual asset allocation as of March 31 and its
projected target asset allocation as of September 30, as reported in
the Freedom Funds' Annual Report for the fiscal year ended March 31.
On December 31, the index weightings will be adjusted to reflect each
Freedom Fund's actual asset allocation as of September 30 and its
projected target asset allocation as of March 31, as reported in the
Freedom Funds' Semi-Annual Report for the period ended September 30.

The index weightings in the Fidelity Freedom Income Composite Index
are not adjusted semi-annually, as Freedom Income maintains a stable
asset allocation strategy.

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: OCTOBER
17, 1996 THROUGH JUNE 30,
1997*

Wilshire 5000 MSCI EAFE Lehman Brothers Aggregate Merrill Lynch High Yield
Bond Index Master II Index

Freedom Income 20.0% -- 40.0% --

Freedom 2000 39.2% 4.4% 40.9% 4.0%

Freedom 2010 59.2% 9.7% 24.1% 7.0%

Freedom 2020 70.0% 12.4% 10.1% 7.5%

Freedom 2030 70.0% 15.0% 5.0% 10.0%

</TABLE>

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: OCTOBER
17, 1996 THROUGH JUNE 30,
1997*

Lehman Brothers 3-Month
T-Bill Index

Freedom Income 40.0%

Freedom 2000 11.5%

Freedom 2010 --

Freedom 2020 --

Freedom 2030 --

</TABLE>

* The weightings of the Composite Indexes of the Freedom Funds' did
not change on December 31, 1996.

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: JUNE 30,
1997 THROUGH DECEMBER 31, 1997

Wilshire 5000 MSCI EAFE Lehman Brothers Aggregate Merrill Lynch High Yield
Bond Index Master II Index

Freedom Income 20.0% -- 40.0% --

Freedom 2000 38.2% 4.5% 40.8% 4.0%

Freedom 2010 57.7% 9.5% 25.0% 7.1%

Freedom 2020 69.1% 12.6% 10.7% 7.6%

Freedom 2030 69.6% 15.1% 5.3% 10.0%

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: DECEMBER
31, 1997 THROUGH JUNE 30, 1998

Wilshire 5000 MSCI EAFE Lehman Brothers Aggregate Merrill Lynch High Yield
Bond Index Master II Index

Freedom Income 20.0% -- 40.0% --

Freedom 2000 37.9% 4.3% 40.5% 3.9%

Freedom 2010 56.8% 9.2% 25.7% 7.0%

Freedom 2020 68.6% 12.4% 11.4% 7.6%

Freedom 2030 69.6% 15.0% 5.5% 9.9%

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: JUNE 30,
1998 THROUGH DECEMBER 31, 1998

Wilshire 5000 MSCI EAFE Lehman Brothers Aggregate Merrill Lynch High Yield
Bond Index Master II Index

Freedom Income 20.0% -- 40.0% --

Freedom 2000 36.8% 3.9% 40.3% 3.6%

Freedom 2010 55.2% 8.5% 27.2% 6.7%

Freedom 2020 67.9% 11.9% 12.7% 7.5%

Freedom 2030 70.0% 14.5% 6.0% 9.5%

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: DECEMBER
31, 1998 THROUGH JUNE 30, 1999

Wilshire 5000 MSCI EAFE Lehman Brothers Aggregate Merrill Lynch High Yield
Bond Index Master II Index

Freedom Income 20.0% -- 40.0% --

Freedom 2000 34.9% 3.4% 40.5% 3.4%

Freedom 2010 52.4% 7.8% 29.5% 6.6%

Freedom 2020 66.3% 11.3% 14.8% 7.6%

Freedom 2030 70.0% 13.9% 6.8% 9.3%

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: JUNE 30,
1999 THROUGH DECEMBER 31, 1999

Wilshire 5000 MSCI EAFE Lehman Brothers Aggregate Merrill Lynch High Yield
Bond Index Master II Index

Freedom Income 20.0% -- 40.0% --

Freedom 2000 33.7% 3.4% 39.8% 3.3%

Freedom 2010 50.2% 7.6% 31.1% 6.3%

Freedom 2020 64.7% 11.4% 16.3% 7.6%

Freedom 2030 69.8% 13.9% 7.4% 8.9%

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: DECEMBER
31, 1999 THROUGH JUNE 30, 2000

Wilshire 5000 MSCI EAFE Lehman Brothers Aggregate Merrill Lynch High Yield
Bond Index Master II Index

Freedom Income 20.0% -- 40.0% --

Freedom 2000 32.7% 3.3% 39.7% 3.1%

Freedom 2010 48.6% 7.3% 32.5% 6.1%

Freedom 2020 63.9% 11.1% 17.5% 7.5%

Freedom 2030 69.8% 13.7% 7.8% 8.7%

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: JUNE 30,
2000 THROUGH DECEMBER 31, 2000

Wilshire 5000 MSCI EAFE Lehman Brothers Aggregate Merrill Lynch High Yield
Bond Index Master II Index

Freedom Income 20.0% -- 40.0% --

Freedom 2000 30.8% 2.8% 40.0% 2.7%

Freedom 2010 46.3% 6.6% 34.7% 5.9%

Freedom 2020 62.8% 10.7% 18.9% 7.6%

Freedom 2030 69.9% 13.4% 8.3% 8.4%

</TABLE>

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: JUNE 30,
1997 THROUGH DECEMBER 31, 1997

Lehman Brothers 3-Month
T-Bill Index

Freedom Income 40.0%

Freedom 2000 12.5%

Freedom 2010 0.7%

Freedom 2020 --

Freedom 2030 --

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: DECEMBER
31, 1997 THROUGH JUNE 30, 1998

Lehman Brothers 3-Month
T-Bill Index

Freedom Income 40.0%

Freedom 2000 13.4%

Freedom 2010 1.3%

Freedom 2020 --

Freedom 2030 --

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: JUNE 30,
1998 THROUGH DECEMBER 31, 1998

Lehman Brothers 3-Month
T-Bill Index

Freedom Income 40.0%

Freedom 2000 15.4%

Freedom 2010 2.4%

Freedom 2020 --

Freedom 2030 --

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: DECEMBER
31, 1998 THROUGH JUNE 30, 1999

Lehman Brothers 3-Month
T-Bill Index

Freedom Income 40.0%

Freedom 2000 17.8%

Freedom 2010 3.7%

Freedom 2020 --

Freedom 2030 --

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: JUNE 30,
1999 THROUGH DECEMBER 31, 1999

Lehman Brothers 3-Month
T-Bill Index

Freedom Income 40.0%

Freedom 2000 19.8%

Freedom 2010 4.8%

Freedom 2020 --

Freedom 2030 --

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: DECEMBER
31, 1999 THROUGH JUNE 30, 2000

Lehman Brothers 3-Month
T-Bill Index

Freedom Income 40.0%

Freedom 2000 21.2%

Freedom 2010 5.5%

Freedom 2020 --

Freedom 2030 --

THE FREEDOM FUNDS' COMPOSITE
INDEX WEIGHTINGS: JUNE 30,
2000 THROUGH DECEMBER 31, 2000

Lehman Brothers 3-Month
T-Bill Index

Freedom Income 40.0%

Freedom 2000 23.7%

Freedom 2010 6.5%

Freedom 2020 --

Freedom 2030 --

</TABLE>

WILSHIRE 5000 TOTAL MARKET INDEX is a market
capitalization-weighted index of approximately 7,000 U.S. equity
securities which contains all actively traded common stocks with
readily available price data traded on the New York Stock Exchange,
American Stock Exchange and NASDAQ.

MSCI EAFE. The Morgan Stanley Capital International Europe,
Australasia, Far East (EAFE) Index is a market capitalization-weighted
index that is designed to represent the performance of developed stock
markets outside of the United States and Canada. The index returns for
periods after January 1, 1997 are adjusted for tax withholding rates
applicable to U.S.-based mutual funds organized as Massachusetts
business trusts. Effective October 1, 1998, the country of Malaysia
was removed from this index. The index returns reflect the inclusion
of Malaysia prior to October 1, 1998.

LEHMAN BROTHERS AGGREGATE BOND INDEX is a market value-weighted index
for investment-grade fixed-rate debt issues, including government,
corporate, asset-backed, and mortgage-backed securities. Issues
included in the index have an outstanding par value of at least $100
million and maturities of at least one year. Government and corporate
issues include all public obligations of the U.S. Treasury (excluding
flower bonds and foreign-targeted issues) and U.S. Government
agencies, as well as nonconvertible investment-grade, SEC-registered
corporate debt. Mortgage-backed securities include 15- and 30-year
fixed-rate securities backed by mortgage pools of the Government
National Mortgage Association (GNMA), Federal Home Loan Mortgage
Corporation (FHLMC), and Fannie Mae. Asset-backed securities include
credit card, auto, and home equity loans.

MERRILL LYNCH HIGH YIELD MASTER II INDEX is a market value-weighted
index of all domestic and yankee high-yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default. Issues must have an
outstanding par value of at least $50 million to be included in the
index.

LEHMAN BROTHERS 3-MONTH TREASURY BILL INDEX is a representation of the
average of T-Bill rates for each of the prior three months, adjusted
to a bond equivalent yield basis (short-term instruments).

The following table represents the comparative indexes' calendar
year-to-year performance.

Wilshire 5000 MSCI EAFE Lehman Brothers Aggregate Merrill Lynch High Yield Lehman Brothers 3-Month
Bond Index Master II Index Treasury Bill Index

1999 23.56% 27.22% -0.82% 2.51% 4.90%

1998 23.43% 20.27% 8.69% 2.95% 5.31%

1997 31.29% 2.01% 9.65% 13.27% 5.52%

1996 21.21% 6.05% 3.63% 11.27% 5.38%

1995 36.45% 11.21% 18.47% 20.46% 6.09%

1994 -0.06% 7.78% -2.92% -1.03% 4.26%

1993 11.28% 32.56% 9.75% 16.69% 3.20%

1992 8.97% -12.17% 7.40% 17.44% 2.92%

1991 34.21% 12.13% 16.00% 39.17% 6.22%

1990 -6.18% -23.45% 8.96% -4.36% 8.21%

</TABLE>

Each of Freedom 2010, Freedom 2020, and Freedom 2030 may compare
its performance to that of the Standard & Poor's 500 Index, a market
capitalization-weighted index of common stocks.

Each of the Freedom Funds may compare its performance to that
of the Wilshire 5000 Total Market Index , a market
capitalization-weighted index of approximately 7,000 U.S. equity
securities which contains all actively traded common stocks with
readily available price data traded on the New York Stock Exchange,
American Stock Exchange, and NASDAQ. The performance of this
index over any period since its inception may be quoted in
fund advertising.

Each of Freedom 2000, Freedom 2010, Freedom 2020, and Freedom
2030 may compare its performance to that of the EAFE, a market
capitalization-weighted index that is designed to represent the
performance of developed stock markets outside the United States and
Canada. As of March 31, 2000 , the index included over 950
equity securities of companies domiciled in 20 countries. The index
returns for the EAFE for the periods after January 1, 1997, may be
adjusted for tax withholding rates applicable to U.S.-based mutual
funds organized as Massachusetts business trusts. Effective October 1,
1998, the country of Malaysia was removed from this index. The index
returns reflect the inclusion of Malaysia prior to October 1, 1998.
The performance of this index over any period since its
inception may be quoted in fund advertising.

Each of the Freedom Funds may compare its performance to the Lehman
Brothers Aggregate Bond Index, a market value-weighted index for
investment-grade fixed-rate debt issues, including government,
corporate, asset-backed, and mortgage-backed securities. Issues
included in the index have an outstanding par value of at least $100
million and maturities of at least one year. Government and corporate
issues include all public obligations of the U.S. Treasury (excluding
flower bonds and foreign-targeted issues) and U.S. Government
agencies, as well as nonconvertible investment-grade, SEC-registered
corporate debt. Mortgage-backed securities include 15- and 30-year
fixed-rate securities backed by mortgage pools of the Government
National Mortgage Association (GNMA), Federal Home Loan Mortgage
Corporation (FHLMC), and Fannie Mae. Asset-backed securities include
credit card, auto, and home equity loans.

Each of Freedom 2000, Freedom 2010, Freedom 2020, and Freedom
2030 may compare its performance to that of the Merrill Lynch High
Yield Master II Index, a market value-weighted index of all domestic
and yankee high-yield bonds, including deferred interest bonds and
payment-in-kind securities. Issues included in the index have
maturities of one year or more and have a credit rating lower than
BBB-/Baa3, but are not in default. Issues must have an outstanding par
value of at least $50 million to be included in the index.

Each of Freedom Income, Freedom 2000, and Freedom 2010 may compare
its performance to the Lehman Brothers 3-Month Treasury Bill Index, a
representation of the average of T-Bill rates for each of the prior
three months, adjusted to a bond equivalent yield basis (short-term
instruments).

A fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For
example, a fund may offer greater liquidity or higher potential
returns than CDs, a fund does not guarantee an investor's
principal or return, and fund shares are not FDIC insured.

Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.

Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different indexes.

Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates returns in the
same method as the funds. The funds may also compare performance to
that of other compilations or indexes that may be developed and made
available in the future.

In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; and
charitable giving. In addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus(registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.

A fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.

VOLATILITY. A fund may quote various measures of volatility and
benchmark correlation in advertising. In addition, the fund may
compare these measures to those of other funds. Measures of volatility
seek to compare a fund's historical share price fluctuations or
returns to those of a benchmark. Measures of benchmark correlation
indicate how valid a comparative benchmark may be. All measures of
volatility and correlation are calculated using averages of historical
data. In advertising, a fund may also discuss or illustrate examples
of interest rate sensitivity.

MOMENTUM INDICATORS indicate a fund's price movements over specific
periods of time. Each point on the momentum indicator represents a
fund's percentage change in price movements over that period.

A fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a fund at
periodic intervals, thereby purchasing fewer shares when prices are
high and more shares when prices are low. While such a strategy does
not assure a profit or guard against loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers
of shares are purchased at the same intervals. In evaluating such a
plan, investors should consider their ability to continue purchasing
shares during periods of low price levels.

As of March 31, 2000, FMR advised over $36 billion in municipal
fund assets, $142 billion in taxable fixed-income fund assets, $150
billion in money market fund assets, $664 billion in equity fund
assets, $23 billion in international fund assets, and $43 billion
in Spartan(registered trademark) fund assets. The funds may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The equity
funds under management figure represents the largest amount of equity
fund assets under management by a mutual fund investment adviser in
the United States, making FMR America's leading equity (stock) fund
manager. FMR, its subsidiaries, and affiliates maintain a worldwide
information and communications network for the purpose of researching
and managing investments abroad.

Each Freedom Fund may reference, illustrate, or discuss the
performance of the underlying Fidelity funds.

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

A fund may make redemption payments in whole or in part in readily
marketable securities or other property, valued for this purpose as
they are valued in computing each fund's NAV, if Strategic Advisers
determines it is in the best interests of the fund. Shareholders
that receive securities or other property on redemption may realize a
gain or loss for tax purposes, and will incur any costs of sale, as
well as the associated inconveniences.

DISTRIBUTIONS AND TAXES

DIVIDENDS. A portion of each Freedom Fund's income may qualify for the
dividends-received deduction available to corporate shareholders to
the extent that each Freedom Fund's income is derived from qualifying
dividends or from the qualifying portion of dividends from an
underlying Fidelity fund. For each Freedom Fund and for those
underlying Fidelity funds that may earn other types of income that do
not qualify for the dividends-received deduction available to
corporate shareholders, such as interest, short-term capital gains
(including short-term capital gains distributed by an underlying
Fidelity fund as a dividend as well as short-term capital gains earned
on the sale of underlying Fidelity fund shares or other securities),
and non-qualifying dividends, the percentage of fund dividends that
qualifies for the deduction generally will be less than 100%. A
portion of each Freedom Fund's dividends derived from certain U.S.
Government securities, including the portion of dividends from an
underlying Fidelity fund derived from certain U.S. Government
securities, and securities of certain other investment companies may
be exempt from state and local taxation.

CAPITAL GAIN DISTRIBUTIONS. Each Freedom Fund's long-term capital gain
distributions, including amounts attributable to an underlying
Fidelity fund's long-term capital gain distributions, are federally
taxable to shareholders generally as capital gains.

RETURNS OF CAPITAL. If a fund's distributions exceed its taxable
income and capital gains realized during a taxable year, all or a
portion of the distributions made in the same taxable year may be
recharacterized as a return of capital to shareholders. A return of
capital distribution will generally not be taxable, but will reduce
each shareholder's cost basis in the fund and result in a higher
reported capital gain or lower reported capital loss when those shares
on which the distribution was received are sold.

TAX STATUS OF THE FUNDS. Each Freedom Fund intends to qualify each
year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code so that it will not be liable for federal tax on
income and capital gains distributed to shareholders. In order to
qualify as a regulated investment company, and avoid being subject to
federal income or excise taxes at the fund level, each Freedom Fund
intends to distribute substantially all of its net investment income
and net realized capital gains within each calendar year as well as on
a fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.

Five to ten years after a Freedom Fund with a target retirement date
reaches its target retirement year, its asset allocation target is
expected to match Freedom Income Fund's asset allocation target. It is
expected that at such time the assets of the Freedom Fund with a
target retirement date will be combined with the assets of Freedom
Income Fund. The Trustees reserve the right to engage in such
transactions in the best interests of the funds, taking into account
then existing laws and regulations. The trust's Trust Instrument
empowers the Trustees to take these actions with or without seeking
shareholder approval. A combination of assets may result in a capital
gain or loss for shareholders of a Freedom Fund with a target
retirement date.

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each Freedom Fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal
property taxes. Investors should consult their tax advisers to
determine whether a Freedom Fund is suitable to their particular tax
situation.

TRUSTEES AND OFFICERS

The Trustees , Members of the Advisory Board, and executive
officers of the trust and funds, as applicable, are listed
below. The Board of Trustees governs each Freedom Fund and is
responsible for protecting the interests of shareholders. The Trustees
are experienced executives who meet periodically throughout the year
to oversee each Freedom Fund's activities, review contractual
arrangements with companies that provide services to each Freedom
Fund, and review each Freedom Fund's performance. Except as indicated,
each individual has held the office shown or other offices in the same
company for the last five years. All persons named as Trustees and
Members of the Advisory Board also serve in similar capacities for
other funds advised by FMR or its affiliates, including the underlying
Fidelity funds. If the interests of a Freedom Fund and an underlying
Fidelity fund were to diverge, a conflict of interest could arise and
affect how the Trustees and Members of the Advisory Board
fulfill their fiduciary duties to the affected funds. Strategic
Advisers has structured the Freedom Funds to avoid these potential
conflicts, although there may be situations where a conflict of
interest is unavoidable. In such instances, Strategic Advisers ,
the Trustees , and Members of the Advisory Board would take
reasonable steps to minimize and, if possible, eliminate the conflict.
The business address of each Trustee , Member of the Advisory
Board, and officer who is an "interested person" (as defined in
the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts 02109,
which is also the address of FMR. The business address of all the
other Trustees is Fidelity Investments(registered trademark), P.O. Box
9235, Boston, Massachusetts 02205-9235. Those Trustees who are
"interested persons" by virtue of their affiliation with the trust,
Strategic Advisers, or FMR are indicated by an asterisk (*).

*EDWARD C. JOHNSON 3d (69), Trustee , is President of Fidelity
Freedom 2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020
Fund, Fidelity Freedom 2030 Fund, and Fidelity Freedom Income Fund.
Mr. Johnson also serves as President of other Fidelity funds. He is
Chief Executive Officer, Chairman, and a Director of FMR Corp.; a
Director and Chairman of the Board and of the Executive Committee of
FMR; Chairman and a Director of Fidelity Management & Research (U.K.)
Inc. and of Fidelity Management & Research (Far East) Inc.;
Chairman (1998) and a Director (1997) of Fidelity Investments Money
Management, Inc.; Chairman and Representative Director of Fidelity
Investments Japan Limited (1997); and a Director of FDC and of FMR
Co., Inc. (2000). Abigail Johnson, Member of the Advisory Board of
Fidelity Aberdeen Street Trust, is Mr. Johnson's daughter.

ABIGAIL P. JOHNSON (38), Member of the Advisory Board of Fidelity
Aberdeen Street Trust (1999), is Vice President of certain Equity
Funds (1997), and is a Director of FMR Corp. (1994). Before assuming
her current responsibilities, Ms. Johnson managed a number of Fidelity
funds. Edward C. Johnson 3d, Trustee and President of the Funds, is
Ms. Johnson's father.

J. MICHAEL COOK (57), Member of the Advisory Board (2000). Prior to
Mr. Cook's retirement in May 1999, he served as Chairman and Chief
Executive Officer of Deloitte & Touche LLP, Chairman of the Deloitte &
Touche Foundation, and a member of the Board of Deloitte Touche
Tohmatsu. He currently serves as an Executive in Residence of the
Columbia Business School and as a Director of Dow Chemical Company
(2000), Columbia/HCA Healthcare Corporation (1999), and Children First
(1999). He is a member of the Executive Committee of the Securities
Regulation Institute, a member of the Advisory Board of Boardroom
Consultants, a Director of the National Forum for Health Care Quality,
Measurement and Reporting, past chairman and a member of the Board of
Catalyst (a leading organization for the advancement of women in
business), and is a Director of the STAR Foundation (Society to
Advance the Retarded and Handicapped). He also serves as a member of
the Board and Executive Committee and as Co-Chairman of the Audit and
Finance Committee of the Center for Strategic & International Studies,
a member of the Board of Overseers of the Columbia Business School,
and a Member of the Advisory Board of the Graduate School of Business
of the University of Florida.

RALPH F. COX (67), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Waste Management
Inc. (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
and Bonneville Pacific (independent power and petroleum production).
In addition, he is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.

PHYLLIS BURKE DAVIS (68), Trustee. Mrs. Davis is retired from Avon
Products, Inc. where she held various positions including Senior Vice
President of Corporate Affairs and Group Vice President of U.S. sales,
distribution, and manufacturing. She is currently a Director of
BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing), and the TJX Companies, Inc. (retail stores), and
previously served as a Director of Hallmark Cards, Inc., Nabisco
Brands, Inc., and Standard Brands, Inc. In addition, she is a member
of the Board of Directors of the Southampton Hospital in Southampton,
N.Y. (1998).

ROBERT M. GATES (56), Trustee (1997), is a consultant, author, and
lecturer (1993). Mr. Gates was Director of the Central Intelligence
Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates served as
Assistant to the President of the United States and Deputy National
Security Advisor. Mr. Gates is a Director of Charles Stark Draper
Laboratory (non-profit), NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (automotive, space, defense, and
information technology). Mr. Gates previously served as a Director of
LucasVarity PLC (automotive components and diesel engines). He is
currently serving as Dean of the George Bush School of Government and
Public Service at Texas A & M University (1999-2000). Mr. Gates also
is a Trustee of the Forum for International Policy and of the
Endowment Association of the College of William and Mary. In addition,
he is a member of the National Executive Board of the Boy Scouts of
America.

DONALD J. KIRK (67), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business. From 1987 to January
1995, Mr. Kirk was a Professor at Columbia University Graduate School
of Business. Prior to 1987, he was Chairman of the Financial
Accounting Standards Board. Mr. Kirk previously served as a Director
of General Re Corporation (reinsurance, 1987-1998) and as a Director
of Valuation Research Corp. (appraisals and valuations, 1993-1995). He
serves as Chairman of the Board of Directors of National Arts
Stabilization Inc., Chairman of the Board of Trustees of the Greenwich
Hospital Association, Director of the Yale-New Haven Health Services
Corp. (1998), Vice Chairman of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice
Section (1995), and as a Public Governor of the National Association
of Securities Dealers, Inc. (1996).

NED C. LAUTENBACH (56), Trustee (2000), has been a partner of Clayton,
Dubilier & Rice, Inc. (private equity investment firm) since September
1998. Mr. Lautenbach was Senior Vice President of IBM Corporation from
1992 until his retirement in July 1998. From 1993 to 1995 he was
Chairman of IBM World Trade Corporation. He also was a member of IBM's
Corporate Executive Committee from 1994 to July 1998. He is a Director
of PPG Industries Inc. (glass, coating and chemical manufacturer),
Dynatech Corporation (global communications equipment), Eaton
Corporation (global manufacturer of highly engineered products) and
ChoicePoint Inc. (data identification, retrieval, storage, and
analysis).

*PETER S. LYNCH (57), Trustee, is Vice Chairman and a Director
of FMR ; and a Director of FMR Co., Inc. (2000) . Prior to May
31, 1990, he was a Director of FMR and Executive Vice President of FMR
(a position he held until March 31, 1991); Vice President of Fidelity
Magellan(registered trademark) Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). In addition, he
serves as a Trustee of Boston College, Massachusetts Eye & Ear
Infirmary, Historic Deerfield (1989) and Society for the Preservation
of New England Antiquities, and as an Overseer of the Museum of Fine
Arts of Boston.

WILLIAM O. McCOY (66), Trustee (1997), is the Interim Chancellor for
the University of North Carolina at Chapel Hill. Previously he had
served from 1995 through 1998 as Vice President of Finance for the
University of North Carolina (16-school system). Prior to his
retirement in December 1994, Mr. McCoy was Vice Chairman of the Board
of BellSouth Corporation (telecommunications, 1984) and President of
BellSouth Enterprises (1986). He is currently a Director of Liberty
Corporation (holding company, 1984), Duke-Weeks Realty Corporation
(real estate, 1994), Carolina Power and Light Company (electric
utility, 1996), the Kenan Transport Company (trucking, 1996), and
Dynatech Corporation (electronics, 1999). Previously, he was a
Director of First American Corporation (bank holding company,
1979-1996). In addition, Mr. McCoy served as a member of the Board of
Visitors for the University of North Carolina at Chapel Hill
(1994-1998) and currently serves on the Board of Visitors of the
Kenan-Flager Business School (University of North Carolina at Chapel
Hill, 1988).

GERALD C. McDONOUGH (71), Trustee and Chairman of the non-interested
Trustees, is Chairman of G.M. Management Group (strategic advisory
services). Mr. McDonough is a Director and Chairman of the Board of
York International Corp. (air conditioning and refrigeration), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). Mr. McDonough served as a Director of ACME-Cleveland Corp.
(metal working, telecommunications, and electronic products) from
1987-1996 and Brush-Wellman Inc. (metal refining) from 1983-1997.
He also served as a Director of Commercial Intertech Corp.
(hydraulic systems, building systems, and metal products) from
1992-2000 and CUNO, Inc. (liquid and gas filtration products) from
1996-2000.

MARVIN L. MANN (66), Trustee (1993), is Chairman Emeritus of Lexmark
International, Inc. (office machines, 1991) where he still remains a
member of the Board. Prior to 1991, he held the positions of Vice
President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993), Imation Corp. (imaging and information storage, 1997). He is a
Board member of Dynatech Corporation (electronics, 1999).

*ROBERT C. POZEN (53), Trustee (1997) , is Senior Vice President
of Fidelity Freedom 2000 Fund, Fidelity Freedom 2010 Fund, Fidelity
Freedom 2020 Fund, Fidelity Freedom 2030 Fund, and Fidelity Freedom
Income Fund (1997). Mr. Pozen also serves as Senior Vice President of
other Fidelity funds (1997). He is President and a Director of FMR
(1997), Fidelity Management & Research (U.K.) Inc. (1997), Fidelity
Management & Research (Far East) Inc. (1997), Fidelity Investments
Money Management, Inc. (1998), and FMR Co., Inc. (2000); and a
Director of Strategic Advisers, Inc. (1999) . Previously, Mr. Pozen
served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.

THOMAS R. WILLIAMS (71), Trustee, is President of The Wales Group,
Inc. (management and financial advisory services). Prior to retiring
in 1987, Mr. Williams served as Chairman of the Board of First
Wachovia Corporation (bank holding company), and Chairman and Chief
Executive Officer of The First National Bank of Atlanta and First
Atlanta Corporation (bank holding company). He is currently a Director
of National Life Insurance Company of Vermont and American Software,
Inc. Mr. Williams was previously a Director of ConAgra, Inc.
(agricultural products), Georgia Power Company (electric utility), and
Avado, Inc. (restaurants).

ROBERT A. LAWRENCE (47), is Vice President of Fidelity Freedom 2000
Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund, Fidelity
Freedom 2030 Fund, and Fidelity Freedom Income Fund (1997) . Mr.
Lawrence serves as Vice President of certain High Income Bond
Funds (2000), Vice President of Fidelity Real Estate High Income Fund
(1995) and Fidelity Real Estate High Income Fund II (1996), Vice
President of certain Equity Funds (1997), and Senior Vice President of
FMR (1993).

REN Y. CHENG (43), is Vice President of Fidelity Freedom 2000,
Fidelity Freedom 2010, Fidelity Freedom 2020, Fidelity Freedom 2030,
and Fidelity Freedom Income Fund (1998). Prior to joining Fidelity as
a portfolio manager in 1994, Mr. Cheng spent nine years at Putnam
Investments, most recently as a senior vice president and senior
portfolio manager.

SCOTT D. STEWART (41), is Vice President of Fidelity Freedom 2000,
Fidelity Freedom 2010, Fidelity Freedom 2020, Fidelity Freedom 2030,
and Fidelity Freedom Income Fund (1996). Mr. Stewart is also a Senior
Vice President and group leader of Fidelity's Structured Equity Group.
Prior to his current responsibilities, Mr. Stewart has managed a
variety of Fidelity funds.

ERIC D. ROITER (51), is Secretary of Fidelity Freedom 2000 Fund,
Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund, Fidelity
Freedom 2030 Fund, and Fidelity Freedom Income Fund (1998). He also
serves as Secretary of other Fidelity funds (1998); Vice
President , General Counsel, and Clerk of F MR (1998); and Vice
President and Clerk of FDC (1998). Prior to joining Fidelity, Mr.
Roiter was with the law firm of Debevoise & Plimpton, as an associate
(1981-1984) and as a partner (1985-1997), and served as an Assistant
General Counsel of the U.S. Securities and Exchange Commission
(1979-1981). Mr. Roiter was an Adjunct Member, Faculty of Law, at
Columbia University Law School (1996-1997).

ROBERT A. DWIGHT (42), is Treasurer of Fidelity Freedom 2000
Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund, Fidelity
Freedom 2030 Fund, and Fidelity Freedom Income Fund (2000) . Mr.
Dwight also serves as Treasurer of other Fidelity funds
(2000) and is an employee of FMR. Prior to becoming Treasurer of
the Fidelity funds, he served as President of Fidelity Accounting and
Custody Services (FACS). Before joining Fidelity, Mr. Dwight was
Senior Vice President of fund accounting operations for The Boston
Company.

MARIA F. DWYER (42), is Deputy Treasurer of Fidelity Freedom
2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund,
Fidelity Freedom 2030 Fund, and Fidelity Freedom Income Fund
(2000) . She also serves as Deputy Treasurer of
o the r Fidelity funds (2000) and is a Vice
President (1999) and an employee (1996) of FMR. Prior to joining
Fidelity, Ms. Dwyer served as Director of Compliance for MFS
Investment Management.

MATTHEW N. KARSTETTER (38), is Deputy Treasurer of Fidelity
Freedom 2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020
Fund, Fidelity Freedom 2030 Fund, and Fidelity Freedom Income Fund
(1998) . He also serves as Deputy Treasurer of
o the r Fidelity funds (1998) and is an employee of
FMR (1998). Before joining FMR, Mr. Karstetter served as Vice
President of Investment Accounting and Treasurer of IDS Mutual Funds
at American Express Financial Advisors (1996-1998). Prior to 1996, Mr.
Karstetter was Vice President, Mutual Fund Services at State Street
Bank & Trust (1991-1996).

JOHN H. COSTELLO (53), is Assistant Treasurer of Fidelity
Freedom 2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020
Fund, Fidelity Freedom 2030 Fund, and Fidelity Freedom Income Fund.
Mr. Costello also serves as Assistant Treasurer of other Fidelity
funds and is an employee of FMR.

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended March 31, 2000, or calendar
year ended December 31, 1999, as applicable.

<TABLE>
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Compensation Table

AGGREGATE COMPENSATION FROM A Edward C. Johnson 3d** Abigail P. Johnson ** J. Michael Cook ***** Ralph F. Cox
FUND

Freedom IncomeB $ 0 $ 0 $ 8 $ 67

Freedom 2000B $ 0 $ 0 $ 18 $ 177

Freedom 2010B $ 0 $ 0 $ 47 $ 384

Freedom 2020B $ 0 $ 0 $ 45 $ 355

Freedom 2030B $ 0 $ 0 $ 25 $ 160

TOTAL COMPENSATION FROM THE $ 0 $ 0 $ 0 $ 217,500
FUND COMPLEX*,A

</TABLE>

<TABLE>
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Compensation Table

AGGREGATE COMPENSATION
FROM A Phyllis Burke Davis Robert M. Gates E. Bradley Jones **** Donald J. Kirk Ned C. Lautenbach***
FUND

Freedom IncomeB $ 66 $ 67 $ 46 $ 66 $ 37

Freedom 2000B $ 174 $ 177 $ 126 $ 177 $ 93

Freedom 2010B $ 380 $ 384 $ 260 $ 383 $ 216

Freedom 2020B $ 352 $ 355 $ 238 $ 354 $ 201

Freedom 2030B $ 159 $ 160 $ 99 $ 159 $ 98

TOTAL COMPENSATION FROM THE $ 211,500 $ 217,500 $217,500 $ 217,500 $ 54,000
FUND COMPLEX*,A

</TABLE>

<TABLE>
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Compensation Table

AGGREGATE COMPENSATION
FROM A Peter S. Lynch** William O. McCoy Gerald C. Mc- Donough Marvin L. Mann Robert C. Pozen**
FUND

Freedom IncomeB $ 0 $ 66 $ 83 $ 67 $ 0

Freedom 2000B $ 0 $ 174 $ 221 $ 178 $ 0

Freedom 2010B $ 0 $ 378 $ 480 $ 386 $ 0

Freedom 2020B $ 0 $ 350 $ 444 $ 357 $ 0

Freedom 2030B $ 0 $ 157 $ 200 $ 161 $ 0

TOTAL COMPENSATION FROM THE $ 0 $ 214,000 $ 269,000 $ 217,500 $ 0
FUND COMPLEX*,A

</TABLE>

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Compensation Table

AGGREGATE COMPENSATION FROM A Thomas R. Williams
FUND

Freedom IncomeB $ 65

Freedom 2000B $ 173

Freedom 2010B $ 377

Freedom 2020B $ 349

Freedom 2030B $ 157

TOTAL COMPENSATION FROM THE $ 213,500
FUND COMPLEX*,A

</TABLE>

* Information is for the calendar year ended December 31, 1999 for 236
funds in the complex.

** Interested Trustees of the funds and Ms. Johnson are compensated by
FMR.

*** During the period from October 14, 1999 through December 31, 1999,
Mr. Lautenbach served as a Member of the Advisory Board. Effective
January 1, 2000, Mr. Lautenbach serves as a Member of the Board of
Trustees.

**** Mr. Jones served on the Board of Trustees through December 31,
1999.

***** Effective March 16, 2000, Mr. Cook serves as a Member of the
Advisory Board.

A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1999, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E.
Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $53,735; William O. McCoy, $53,735; and Thomas
R. Williams, $62,319.

B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.

Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 and January 2000 (the Plan),
non-interested Trustees must defer receipt of a portion of, and may
elect to defer receipt of an additional portion of, their annual fees.
Amounts deferred under the Plan are treated as though equivalent
dollar amounts had been invested in shares of a cross-section of
Fidelity funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.

As of March 31, 2000, the Trustees, Members of the Advisory Board, and
officers of each fund owned, in the aggregate, less than 1% o f
each fund's total outstanding shares.

As of March 31, 2000, the following owned of record or beneficially 5%
or more (up to and including 25%) of each fund's outstanding shares:

Freedom Income Fund: Lucent Technologies, Morristown, NJ (17.06%);
R.B. Pamplin Corporation, Greenville, SC (16.92%); General Motors
Corporation, New York, NY (6.28%).

Freedom 2030 Fund: Lucent Technologies, Morristown, NJ
(21.48%).

As of March 31, 2000, approximately 33.63% of Freedom 2000 Fund's
total outstanding shares were held by Lucent Technologies, Morristown,
NJ; approximately 31.49% of Freedom 2010 Fund's total outstanding
shares were held by Lucent Technologies, Morristown, NJ; and
approximately 35.01% of Freedom 2020 Fund's total outstanding shares
were held by Lucent Technologies, Morristown, NJ.

A shareholder owning of record or beneficially more than 25% of a
fund's outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other shareholders.

CONTROL OF INVESTMENT ADVISERS

FMR Corp., organized in 1972, is the ultimate parent company of FMR
and Strategic Advisers. The voting common stock of FMR Corp. is
divided into two classes. Class B is held predominantly by members of
the Edward C. Johnson 3d family and is entitled to 49% of the vote on
any matter acted upon by the voting common stock. Class A is held
predominantly by non-Johnson family member employees of FMR Corp. and
its affiliates and is entitled to 51% of the vote on any such matter.
The Johnson family group and all other Class B shareholders have
entered into a shareholders' voting agreement under which all Class B
shares will be voted in accordance with the majority vote of Class B
shares. Under the 1940 Act, control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting
common stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the 1940 Act, to
form a controlling group with respect to FMR Corp.

At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.

The funds, FMR, Strategic Advisers, and Fidelity Distributors
Corporation (FDC) have adopted a code of ethics under Rule 17j-1
of the 1940 Act that sets forth employees' fiduciary responsibilities
regarding the funds, establishes procedures for personal investing,
and restricts certain transactions. Employees subject to the code of
ethics, including Fidelity investment personnel, may invest in
securities for their own investment accounts, including securities
that may be purchased or held by the funds.

MANAGEMENT CONTRACTS

Each Freedom Fund has entered into a management contract with
Strategic Advisers, pursuant to which Strategic Advisers furnishes
investment advisory and other services.

MANAGEMENT SERVICES. Under the terms of its management contract with
each fund, Strategic Advisers acts as investment adviser and, subject
to the supervision of the Board of Trustees, directs the investments
of the fund in accordance with its investment objective, policies and
limitations. Strategic Advisers is authorized, in its discretion, to
allocate each fund's assets among the underlying Fidelity funds in
which the fund may invest. Strategic Advisers also provides each fund
with all necessary office facilities and personnel for servicing the
fund's investments and compensates all personnel of each fund or
Strategic Advisers performing services relating to research,
statistical and investment activities.

Strategic Advisers in turn has entered into administration agreements
with FMR on behalf of each Freedom Fund. Under the terms of each
administration agreement, FMR or its affiliates provide the management
and administrative services (other than investment advisory services)
necessary for the operation of each Freedom Fund. These services
include providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal securities laws and
making necessary filings under state laws; developing management and
shareholder services for each fund; and furnishing reports,
evaluations and analyses on a variety of subjects to the Trustees.

MANAGEMENT-RELATED EXPENSES. Under the terms of each Freedom Fund's
management contract, Strategic Advisers, either itself or through an
affiliate, is responsible for payment of all operating expenses of
each Freedom Fund with certain exceptions. Under the terms of each
administration agreement, FMR pays all management and administrative
expenses (other than investment advisory expenses) for which Strategic
Advisers is responsible. Specific expenses payable by FMR include
expenses for typesetting, printing, and mailing proxy materials to
shareholders, legal expenses, fees of the custodian and auditor, and
each fund's proportionate share of insurance premiums and Investment
Company Institute dues. Each administration agreement further provides
that FMR will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices, and reports to
shareholders; however, under the terms of each Freedom Fund's transfer
agent agreement, the transfer agent bears the costs of providing these
services to existing shareholders. In addition, FMR compensates all
officers of each fund and all Trustees who are "interested persons" of
the trust, Strategic Advisers, or FMR. FMR also pays all fees
associated with transfer agent, dividend disbursing, and shareholder
services, pricing and bookkeeping services, and the cost of
administration of each Freedom Fund's securities lending program.

Each Freedom Fund pays the following expenses: fees and expenses of
the non-interested Trustees, interest on borrowings, taxes, brokerage
commissions (if any), shareholder charges (if any) associated with
investing in the underlying Fidelity funds, and such nonrecurring
expenses as may arise, including costs of any litigation to which a
fund may be a party, and any obligation it may have to indemnify the
officers and Trustees with respect to litigation.

MANAGEMENT FEES. For the services of Strategic Advisers under each
management contract, each Freedom Fund pays Strategic Advisers a
monthly management fee at the annual rate of 0.10% of its average net
assets throughout the month. The management fee paid to Strategic
Advisers by each Freedom Fund is reduced by an amount equal to the
fees and expenses paid by each Freedom Fund to the non-interested
Trustees.

For the services of FMR under each administration agreement, Strategic
Advisers pays FMR a monthly administration fee equal to the monthly
management fee received by Strategic Advisers from each Freedom Fund,
minus an amount equal to an annual rate of 0.02% of that fund's
average net assets throughout the month.

The following table shows the amount of management fees paid by each
Freedom Fund to Strategic Advisers for the past three fiscal years,
and the amount of credits reducing management fees for each fund.

Fund Fiscal Years Ended March 31 Amount of Credits Reducing Management Fees Paid to
Management Fees Strategic Advisers

Freedom Income 2000 $ 32,530 $ 212,969*

1999 $ 10,273 $ 116,588*

1998 $ 33 $ 24,292*

Freedom 2000 2000 $ 78,019 $ 565,574*

1999 $ 48,347 $ 378,241*

1998 $ 3,562 $ 88,363*

Freedom 2010 2000 $ 139,048 $ 1,301,085*

1999 $ 69,453 $ 723,047*

1998 $ 7,774 $ 152,611*

Freedom 2020 2000 $ 132,695 $ 1,208,279*

1999 $ 69,229 $ 654,849*

1998 $ 5,024 $ 124,538*

Freedom 2030 2000 $ 80,687 $ 552,983*

1999 $ 24,815 $ 191,985*

1998 $ 253 $ 41,724*

</TABLE>

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.

Strategic Advisers may, from time to time, voluntarily reimburse all
or a portion of a Freedom Fund's operating expenses (exclusive of
interest, taxes, brokerage commissions, shareholder charges, and
extraordinary expenses), which is subject to revision or
discontinuance. Strategic Advisers retains the ability to be repaid
for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year.

Expense reimbursements by Strategic Advisers will increase each
Freedom Fund's returns and yield and repayment of the reimbursement by
each fund will lower its returns and yield.

Strategic Advisers voluntarily agreed to reimburse each Freedom Fund
if and to the extent that its aggregate operating expenses, including
management fees, were in excess of an annual rate of its average net
assets. The table below shows the periods of reimbursement and levels
of expense limitations; the dollar amount of management fees incurred
under each fund's contract before reimbursement; and the dollar amount
of management fees reimbursed by Strategic Advisers under the expense
reimbursement for each period.

Fiscal Years Ended March 31 Management Fee Before Amount of Management Fee
Reimbursement Reimbursement

Freedom Income 2000 $ 245,499* $ 49,732

1999 $ 126,861* $ 24,831

1998 $ 24,325* $ 4,813

Freedom 2000 2000 $ 643,593* $ 129,329

1999 $ 426,588* $ 85,083

1998 $ 91,925* $ 17,482

Freedom 2010 2000 $ 1,440,133* $ 289,947

1999 $ 792,500* $ 158,244

1998 $ 160,385* $ 30,159

Freedom 2020 2000 $ 1,340,974* $ 270,355

1999 $ 724,078* $ 144,340

1998 $ 129,562* $ 24,214

Freedom 2030 2000 $ 633,670* $ 140,666

1999 $ 216,800* $ 43,119

1998 $ 41,977* $ 8,077

</TABLE>

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.

DISTRIBUTION SERVICES

Each Freedom Fund has entered into a distribution agreement with FDC,
an affiliate of Strategic Advisers and FMR. FDC is a broker-dealer
registered under the Securities Exchange Act of 1934 and is a member
of the National Association of Securities Dealers, Inc. The
distribution agreements call for FDC to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
each fund, which are continuously offered at NAV. Promotional and
administrative expenses in connection with the offer and sale of
shares are paid by Strategic Advisers or FMR.

The Trustees have approved a Distribution and Service Plan on behalf
of each Freedom Fund (the Plans) pursuant to Rule 12b-1 under the 1940
Act (the Rule). The Rule provides in substance that a mutual fund may
not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow the Freedom Funds, Strategic
Advisers and FMR to incur certain expenses that might be considered to
constitute indirect payment by the funds of distribution expenses.

Under each Plan, if the payment of management fees by the Freedom
Funds to Strategic Advisers, or the payment of administration fees by
Strategic Advisers to FMR out of the management fees, is deemed to be
indirect financing by the fund of the distribution of its shares, such
payment is authorized by the Plan. Each Plan specifically recognizes
that Strategic Advisers or FMR may use its past profits or its other
resources, including management fees paid to Strategic Advisers by the
funds, or administration fees paid to FMR by Strategic Advisers out of
the management fees, to pay FDC for expenses incurred in connection
with providing services intended to result in the sale of Freedom Fund
shares and/or shareholder support services. In addition, each Plan
provides that Strategic Advisers or FMR, directly or through FDC, may
pay significant amounts to intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees has authorized such
payments for the Freedom Funds.

Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the Freedom Funds and its shareholders. In particular, the
Trustees noted that each Plan does not authorize payments by the
Freedom Funds other than those made to Strategic Advisers under its
management contract with each fund. To the extent that each Plan gives
Strategic Advisers, FMR and FDC greater flexibility in connection with
the distribution of fund shares, additional sales of fund shares or
stabilization of cash flows may result. Furthermore, certain
shareholder support services may be provided more effectively under
the Plans by local entities with whom shareholders have other
relationships.

The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from directly engaging in the business
of underwriting, selling or distributing securities. FDC believes that
the Glass-Steagall Act should not preclude a bank from performing
shareholder support services, or servicing and recordkeeping
functions. FDC intends to engage banks only to perform such functions.
However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks, 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 funds 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.

Each Freedom Fund may execute portfolio transactions with, and
purchase securities issued by, depository institutions that receive
payments under the Plans. No preference for the instruments of such
depository institutions will be shown in the selection of investments.

FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or type of
services provided by the intermediary, the sale or expected sale of
significant amounts of shares, or other factors.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each Freedom Fund has entered into a transfer agent agreement with
Fidelity Investments Institutional Operations Company, Inc. (FIIOC),
an affiliate of Strategic Advisers and FMR. Under the terms of the
agreements, FIIOC performs transfer agency, dividend disbursing, and
shareholder services for each Freedom Fund.

For providing transfer agency services, FIIOC receives no fees from
each Freedom Fund; however, each underlying Fidelity fund pays its
respective transfer, dividend disbursing, and shareholder servicing
agent (either FIIOC or an affiliate of FIIOC) fees based, in part, on
the number of accounts in and assets of each Freedom Fund invested in
such underlying Fidelity fund.

FIIOC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FIIOC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.

Each Freedom Fund has also entered into a service agent agreement with
FSC, an affiliate of Strategic Advisers and FMR. Under the terms of
the agreements, FSC calculates the NAV and dividends for each Freedom
Fund, maintains each Freedom Fund's portfolio and general accounting
records, and administers each Freedom Fund's securities lending
program.

For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each Freedom Fund's average daily net assets throughout
the month.

For administering each Freedom Fund's securities lending program, FSC
is paid based on the number and duration of individual securities
loans.

FMR bears the cost of pricing and bookkeeping services and
administration of the securities lending program under the terms of
its administration agreements with Strategic Advisers.

DESCRIPTION OF THE TRUST

TRUST ORGANIZATION. The Freedom Funds are funds of Fidelity Aberdeen
Street Trust, an open-end management investment company organized as a
Delaware business trust on June 20, 1991. Currently, there are five
funds in Fidelity Aberdeen Street Trust: Fidelity Freedom 2000 Fund,
Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund, Fidelity
Freedom 2030 Fund, and Fidelity Freedom Income Fund. The Trustees are
permitted to create additional funds in the trust and to create
additional classes of the funds.

The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets
of each fund in the trust shall be charged with the liabilities and
expenses attributable to such fund. Any general expenses of the trust
shall be allocated between or among any one or more of the funds.

SHAREHOLDER LIABILITY. The trust is a business trust organized
under Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some
states, however, may decline to apply Delaware law on this point. The
Trust Instrument contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
trust. The Trust Instrument provides that the trust shall not have any
claim against shareholders except for the payment of the purchase
price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the trust or the Trustees
relating to the trust or to a fund shall include a provision limiting
the obligations created thereby to the trust or to one or more funds
and its or their assets. The Trust Instrument further provides that
shareholders of a fund shall not have a claim on or right to any
assets belonging to any other fund.

The Trust Instrument provides for indemnification out of each fund's
property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her
being or having been a shareholder and not because of his or her acts
or omissions or for some other reason. The Trust Instrument also
provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which Delaware law does not apply, no
contractual limitation of liability was in effect, and a fund is
unable to meet its obligations. Strategic Advisers believes that, in
view of the above, the risk of personal liability to shareholders is
extremely remote.

VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you are entitled to one vote for each
dollar of net asset value you own. The voting rights of shareholders
can be changed only by a shareholder vote. Shares may be voted in the
aggregate, by fund, and by class.

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

On matters submitted for consideration by shareholders of any
underlying Fidelity fund, a Freedom Fund will vote its shares in
proportion to the vote of all other holders of shares of that
underlying Fidelity f und or, in certain limited instances, the
Freedom Fund will vote its shares in the manner indicated by a vote of
its shareholders.

The trust or a fund or a class may be terminated upon the sale of its
assets to, or merger with, another open-end management investment
company, series, or class thereof, or upon liquidation and
distribution of its assets. Generally, the merger of the trust or a
fund or a class with another operating mutual fund or the sale of all
or a portion of the assets of the trust or a fund or a class to
another operating mutual fund requires approval by a vote of
shareholders of the trust or the fund or the class. However, the
Trustees may, without prior shareholder approval, authorize a transfer
of all assets of a Freedom Fund with a target retirement date into
Freedom Income Fund, or any successor thereto, or reorganize or
terminate the trust or a fund or a class. In the event of the
dissolution or liquidation of the trust, shareholders of each of its
funds are entitled to receive the underlying assets of such fund
available for distribution. In the event of the dissolution or
liquidation of a fund or a class, shareholders of that fund or that
class are entitled to receive the underlying assets of the fund or
class available for distribution.

CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of each fund. The custodian is
responsible for the safekeeping of a fund's assets and the appointment
of any subcustodian banks and clearing agencies. The Chase Manhattan
Bank, headquartered in New York, also may serve as a special purpose
custodian of certain assets in connection with repurchase agreement
transactions.

FMR, its officers and directors, its affiliated companies, and members
of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain
funds advised by FMR. Transactions that have occurred to date include
mortgages and personal and general business loans. In the judgment of
FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund
relationships.

AUDITOR. PricewaterhouseCoopers LLP, 160 Federal Street, Boston,
Massachusetts, serves as independent accountant for each fund. The
auditor examines financial statements for the funds and provides other
audit, tax, and related services.

FINANCIAL STATEMENTS

Each fund's financial statements and financial highlights for the
fiscal year ended March 31, 2000, and report of the auditor, are
included in the fund' s annual report and are incorporated
herein by reference.

APPENDIX

Fidelity Freedom Funds, Fidelity Freedom Income Fund, Fidelity
Freedom 2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020
Fund, Fidelity Freedom 2030 Fund, Fidelity, Fidelity Investments &
(Pyramid) Design, Fidelity Focus, Spartan, Fidelity
Investments, and Magellan are registered trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

Fidelity Aberdeen Street Trust

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Amended and Restated Trust Instrument, dated April 20, 2000, is
filed herein as Exhibit (a)(1).

(b) Bylaws of the Trust, as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity
Union Street Trust II's (File No. 33-43757) Post-Effective
Amendment No. 10.

(d) (1) Management Contract between the Registrant, on behalf of
Fidelity Freedom 2030 Fund and Strategic Advisers, Inc., is
incorporated herein by reference to Exhibit 5(a) of
Post-Effective Amendment No. 18.

(2) Management Contract between the Registrant, on behalf of
Fidelity Freedom 2020 Fund and Strategic Advisers, Inc., is
incorporated herein by reference to Exhibit 5(b) of
Post-Effective Amendment No. 18.

(3) Management Contract between the Registrant, on behalf of
Fidelity Freedom 2010 Fund and Strategic Advisers, Inc., is
incorporated herein by reference to Exhibit 5(c) of
Post-Effective Amendment No. 18.

(4) Management Contract between the Registrant, on behalf of
Fidelity Freedom 2000 Fund and Strategic Advisers, Inc., is
incorporated herein by reference to Exhibit 5(d) of
Post-Effective Amendment No. 18.

(5) Management Contract between the Registrant, on behalf of
Fidelity Freedom Income Fund and Strategic Advisers, Inc.,
is incorporated herein by reference to Exhibit 5(e) of
Post-Effective Amendment No. 18.

(6) Administration Agreement between Strategic Advisers, Inc.
and Fidelity Management & Research Company for Fidelity
Freedom 2030 Fund is incorporated herein by reference to
Exhibit 5(f) of Post-Effective Amendment No. 18.

(7) Administration Agreement between Strategic Advisers, Inc.
and Fidelity Management & Research Company for Fidelity
Freedom 2020 Fund is incorporated herein by reference to
Exhibit 5(g) of Post-Effective Amendment No. 18.

(8) Administration Agreement between Strategic Advisers, Inc.
and Fidelity Management & Research Company for Fidelity
Freedom 2010 Fund is incorporated herein by reference to
Exhibit 5(h) of Post-Effective Amendment No. 18.

(9) Administration Agreement between Strategic Advisers, Inc.
and Fidelity Management & Research Company for Fidelity
Freedom 2000 Fund is incorporated herein by reference to
Exhibit 5(i) of Post-Effective Amendment No. 18.

(10) Administration Agreement between Strategic Advisers, Inc.
and Fidelity Management & Research Company for Fidelity
Freedom Income Fund is incorporated herein by reference to
Exhibit 5(j) of Post-Effective Amendment No. 18.

(e) (1) General Distribution Agreement between the Registrant, on
behalf of Fidelity Freedom 2030 Fund, and Fidelity
Distributors Corporation is incorporated herein by
reference to Exhibit 6(a) of Post-Effective Amendment No.
18.

(2) General Distribution Agreement between the Registrant, on
behalf of Fidelity Freedom 2020 Fund, and Fidelity
Distributors Corporation is incorporated herein by
reference to Exhibit 6(b) of Post-Effective Amendment No.
18.

(3) General Distribution Agreement between the Registrant, on
behalf of Fidelity Freedom 2010 Fund, and Fidelity
Distributors Corporation is incorporated herein by
reference to Exhibit 6(c) of Post-Effective Amendment No.
18.

(4) General Distribution Agreement between the Registrant, on
behalf of Fidelity Freedom 2000 Fund, and Fidelity
Distributors Corporation is incorporated herein by
reference to Exhibit 6(d) of Post-Effective Amendment No.
18.

(5) General Distribution Agreement between the Registrant, on
behalf of Fidelity Freedom Income Fund, and Fidelity
Distributors Corporation is incorporated herein by
reference to Exhibit 6(e) of Post-Effective Amendment No.
18.

(f) (1) The Fee Deferral Plan for Non-Interested Person Directors
and Trustees of the Fidelity Funds, effective as of
September 15, 1995 and amended through January 1, 2000, is
incorporated herein by reference to Exhibit (f)(1) of
Fidelity Massachusetts Municipal Trust's (File No. 2-75537)
Post-Effective Amendment No. 39.

(g) (1) Custodian Agreement and Appendix C, dated December 1, 1994,
between The Bank of New York and the Registrant are
incorporated herein by reference to Exhibit 8(a) of
Fidelity Hereford Street Trust's (File No. 33-52577)
Post-Effective Amendment No. 4.

(2) Appendix A, dated October 18, 1999, to the Custodian
Agreement, dated December 1, 1994, between The Bank of New
York and the Registrant is incorporated herein by reference
to Exhibit (g)(2) of Fidelity Summer Street Trust's (File
No. 2-58542) Post-Effective Amendment No. 58.

(3) Appendix B, dated March 16, 2000, to the Custodian
Agreement, dated December 1, 1994, between The Bank of New
York and the Registrant is incorporated herein by reference
to Exhibit (g)(3) of Fidelity Summer Street Trust's (File
No. 2-58542) Post-Effective Amendment No. 58.

(4) Addendum, dated October 21, 1996, to the Custodian
Agreement, dated December 1, 1994, between The Bank of New
York and the Registrant is incorporated herein by reference
to Exhibit (g)(4) of Fidelity Hereford Street Trust's (File
No. 33-52577) Post-Effective Amendment No. 12.

(5) Amendment, dated July 14, 1999, to the Fee Schedule to the
Custodian Agreement, dated December 1, 1994, between The
Bank of New York and the Registrant is incorporated herein
by reference to Exhibit (g)(5) of Fidelity Summer Street
Trust's (File No. 2-58542) Post-Effective Amendment No. 58.

(6) Fidelity Group Repo Custodian Agreement among The Bank of
New York, J. P. Morgan Securities, Inc., and the
Registrant, dated February 12, 1996, is incorporated herein
by reference to Exhibit 8(d) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.

(7) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and the Registrant, dated
February 12, 1996, is incorporated herein by reference to
Exhibit 8(e) of Fidelity Institutional Cash Portfolios'
(File No. 2-74808) Post-Effective Amendment No. 31.

(8) Fidelity Group Repo Custodian Agreement among Chemical
Bank, Greenwich Capital Markets, Inc., and the Registrant,
dated November 13, 1995, is incorporated herein by
reference to Exhibit 8(f) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.

(9) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and the Registrant, dated November
13, 1995, is incorporated herein by reference to Exhibit
8(g) of Fidelity Institutional Cash Portfolios' (File No.
2-74808) Post-Effective Amendment No. 31.

(10) Joint Trading Account Custody Agreement between The Bank of
New York and the Registrant, dated May 11, 1995, is
incorporated herein by reference to Exhibit 8(h) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

(11) First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and the Registrant, dated July
14, 1995, is incorporated herein by reference to Exhibit
8(i) of Fidelity Institutional Cash Portfolios' (File No.
2-74808) Post-Effective Amendment No. 31.

(12) Schedule A-1, dated March 29, 2000, to the Fidelity Group
Repo Custodian Agreements, Schedule 1s to the Fidelity
Group Repo Custodian Agreements, Joint Trading Account
Custody Agreement, and First Amendment to Joint Trading
Account Custody Agreement, between the respective parties
and the Registrant, is incorporated herein by reference to
Exhibit g(11) of Fidelity Magellan Fund's (File No.
2-21461) Post-Effective Amendment No. 48.

(h) Not applicable.

(i) Legal Opinion of Kirkpatrick & Lockhart LLP for Fidelity Freedom
Income Fund, Fidelity Freedom 2000 Fund, Fidelity Freedom 2010
Fund, Fidelity Freedom 2020 Fund, and Fidelity Freedom 2030 Fund,
dated May 22, 2000, is filed herein as Exhibit i(1).

(j) Consent of PricewaterhouseCoopers LLP, dated May 22, 2000, is
filed herein as Exhibit j(1).

(k) Not applicable.

(l) Not applicable.

(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Freedom 2030 Fund is incorporated herein by
reference to Exhibit m(1) of Post-Effective Amendment No.
22.

(2) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Freedom 2020 Fund is incorporated herein by
reference to Exhibit m(2) of Post-Effective Amendment No.
22.

(3) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Freedom 2010 Fund is incorporated herein by
reference to Exhibit m(3) of Post-Effective Amendment No.
22.

(4) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Freedom 2000 Fund is incorporated herein by
reference to Exhibit m(4) of Post-Effective Amendment No.
22.

(5) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Freedom Income Fund is incorporated herein by
reference to Exhibit m(5) of Post-Effective Amendment No.
22.

(n) Not applicable.

(o) Not applicable.

(p) (1) Code of Ethics, dated January 1, 2000, adopted by each
fund, Fidelity Management & Research Company, Strategic
Advisers, and Fidelity Distributors Corporation pursuant to
Rule 17j-1 is incorporated herein by reference to Exhibit
(p)(1) of Fidelity Commonwealth Trust's (File No. 2-52322)
Post-Effective Amendment No. 69.

Item 24. Trusts Controlled by or under Common Control with this Trust

The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.

Item 25. Indemnification

Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article X, Section 10.02 of the
Trust Instrument sets forth the reasonable and fair means for
determining whether indemnification shall be provided to any past or
present Trustee or officer. It states that the Trust shall indemnify
any present or past trustee or officer to the fullest extent permitted
by law against liability, and all expenses reasonably incurred by him
or her in connection with any claim, action, suit or proceeding in
which he or she is involved by virtue of his or her service as a
trustee or officer and against any amount incurred in settlement
thereof. Indemnification will not be provided to a person adjudged by
a court or other adjudicatory body to be liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties (collectively,
"disabling conduct"), or not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of
the Trust. In the event of a settlement, no indemnification may be
provided unless there has been a determination, as specified in the
Trust Instrument, that the officer or trustee did not engage in
disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC harmless against any
losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:

(1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder, which names FIIOC
and/or the Registrant as a party and is not based on and does not
result from FIIOC's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with
FIIOC's performance under the Transfer Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent
contributed to by FIIOC's willful misfeasance, bad faith or negligence
or reckless disregard of duties) which results from the negligence of
the Registrant, or from FIIOC's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of FIIOC's
acting in reliance upon advice reasonably believed by FIIOC to have
been given by counsel for the Registrant, or as a result of FIIOC's
acting in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.

Item 26. Business and Other Connections of Investment Advisers

(1) STRATEGIC ADVISERS, INC.
82 Devonshire Street, Boston, MA 02109

Strategic Advisers, Inc. serves as investment adviser to the Fidelity
Freedom Funds and provides investment supervisory services to
individuals, banks, thrifts, pension and profit sharing plans, trusts,
estates, charitable organizations, corporations, and other business
organizations, and provides a variety of publications on investment
and personal finance. The directors and officers of Strategic
Advisers have held, during the past two fiscal years, the following
positions of a substantial nature.

William V. Harlow III President, Chief Investment
Officer, and Director of
Strategic Advisers, Inc.

Robert M. Gervis Chief Administrative Officer,
Managing Director, and
Director of Strategic
Advisers, Inc.

Roger T. Servison Director of Strategic
Advisers, Inc.; Director of
Fidelity Brokerage Services,
Inc.

Robert C. Pozen Director of Strategic
Advisers, Inc.; President
and Director of Fidelity
Management & Research
Company (FMR); Senior Vice
President and Trustee of
funds advised by FMR;
President and Director of
Fidelity Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), Fidelity Management &
Research Co., Inc. (FMRC),
and Fidelity Management &
Research (Far East) Inc.
(FMR Far East); Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.

Donald E. Alhart Vice President of Crosby
Advisors of Strategic
Advisers, Inc.

G. Robert Bristow Vice President of Strategic
Advisers, Inc.

Michael B. Fox Vice President and Treasurer
of Strategic Advisers, Inc.;
Assistant Treasurer of FMR,
FIMM, FMR U.K., and FMR Far
East; Vice President of FMR
U.K., FMR Far East and FIMM;
Vice President and Treasurer
of FMR Corp.

Alice Lowenstein Vice President of Strategic
Advisers, Inc.

Michele A. Stecyk Vice President of Strategic
Advisers, Inc.

Geoff Stein Vice President of Strategic
Advisers, Inc.

Gary Greenstein Assistant Treasurer of
Strategic Advisers, Inc.;
Vice President of Taxation
for FMR Corp.

Joseph T. Castro Compliance Officer of
Strategic Advisers, Inc.

Jay Freedman Clerk of Strategic Advisers,
Inc.; Vice President and
Deputy General Counsel of
FMR Corp.; Assistant Clerk
of FMR; Clerk of FMR Corp.,
FMR U.K., FMRC, and FMR Far
East; Secretary of FIMM.

Susan Shields-Arcelay Assistant Clerk of Strategic
Advisers, Inc.

Page Pennell Assistant Clerk of Strategic
Advisers, Inc.

Susan Englander Hislop Assistant Clerk of Strategic
Advisers, Inc., FMR U.K.,
and FMR Far East; Assistant
Secretary of FIMM.

Item 27. Principal Underwriters

(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.

(b)

Name and Principal Positions and Offices Positions and Offices
Business Address* with Underwriter with Fund

Edward L. McCartney Director and President None

J. Gary Burkhead Director None

Paul J. Gallagher Director None

Kevin J. Kelly Director None

Daniel T. Geraci Executive Vice President None

Eric D. Roiter Vice President and Clerk Secretary

Jane Greene Treasurer and Controller None

Gary Greenstein Assistant Treasurer None

Jay Freedman Assistant Clerk None

Linda Capps Holland Compliance Officer None

* 82 Devonshire Street, Boston, MA

Item 28. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
custodian, The Bank of New York, 110 Washington Street, New York, NY.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 24 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and Commonwealth of
Massachusetts, on the 22nd day of May 2000.

Fidelity Aberdeen Street Trust

By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

(Signature) (Title) (Date)

/s/Edward C. Johnson 3d President and Trustee May 22, 2000
(dagger)

Edward C. Johnson 3d (Principal Executive Officer)

/s/Robert A. Dwight Treasurer May 22, 2000

Robert A. Dwight

/s/Robert C. Pozen Trustee May 22, 2000

Robert C. Pozen

/s/Ralph F. Cox Trustee May 22, 2000
*

Ralph F. Cox

/s/Phyllis Burke Davis Trustee May 22, 2000
*

Phyllis Burke Davis

/s/Robert M. Gates Trustee May 22, 2000
*

Robert M. Gates

/s/Donald J. Kirk Trustee May 22, 2000
*

Donald J. Kirk

/s/Ned C. Lautenbach Trustee May 22, 2000
*

Ned C. Lautenbach

/s/Peter S. Lynch Trustee May 22, 2000
*

Peter S. Lynch

/s/Marvin L. Mann Trustee May 22, 2000
*

Marvin L. Mann

/s/William O. McCoy Trustee May 22, 2000
*

William O. McCoy

/s/Gerald C. McDonough Trustee May 22, 2000
*

Gerald C. McDonough

/s/Thomas R. Williams Trustee May 22, 2000
*

Thomas R. Williams

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.

* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 16, 1999 and filed herewith.

POWER OF ATTORNEY

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

Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash
Fidelity Advisor Series III Portfolios
Fidelity Advisor Series IV Fidelity Institutional
Fidelity Advisor Series V Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts
Fidelity Beacon Street Trust Municipal Trust
Fidelity Boston Street Trust Fidelity Money Market Trust
Fidelity California Municipal Fidelity Mt. Vernon Street
Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust
Fidelity Commonwealth Trust Fidelity New York Municipal
Fidelity Concord Street Trust Trust II
Fidelity Congress Street Fund Fidelity Phillips Street Trust
Fidelity Contrafund Fidelity Puritan Trust
Fidelity Corporate Trust Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Daily Money Fund Fidelity Sterling Performance
Fidelity Destiny Portfolios Portfolio, L.P.
Fidelity Deutsche Mark Fidelity Summer Street Trust
Performance Fidelity Trend Fund
Portfolio, L.P. Fidelity U.S.
Fidelity Devonshire Trust Investments-Bond Fund, L.P.
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Government
Fidelity Fixed-Income Trust Securities
Fidelity Government Fund, L.P.
Securities Fund Fidelity Union Street Trust
Fidelity Hastings Street Trust Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
Variable Insurance Products
Fund III

in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof. This power of attorney is effective for all documents
filed on or after August 1, 1997.

WITNESS my hand on the date set forth below.

/s/Edward C. Johnson 3d July 17, 1997

Edward C. Johnson 3d

POWER OF ATTORNEY

We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:

Colchester Street Trust Fidelity Hastings Street Trust
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional
Fidelity Advisor Series III Tax-Exempt Cash Portfolios
Fidelity Advisor Series IV Fidelity Investment Trust
Fidelity Advisor Series V Fidelity Magellan Fund
Fidelity Advisor Series VI Fidelity Massachusetts
Fidelity Advisor Series VII Municipal Trust
Fidelity Advisor Series VIII Fidelity Money Market Trust
Fidelity Beacon Street Trust Fidelity Mt. Vernon Street
Fidelity Boston Street Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust Fidelity Municipal Trust II
Fidelity California Municipal Fidelity New York Municipal
Trust II Trust
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust II
Fidelity Commonwealth Trust Fidelity Oxford Street Trust
Fidelity Concord Street Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Destiny Portfolios Fidelity Summer Street Trust
Fidelity Devonshire Trust Fidelity Trend Fund
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Bond Fund, L.P.
Fidelity Fixed-Income Trust Fidelity U.S.
Fidelity Government Investments-Government
Securities Fund Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 2000.

WITNESS our hands on this sixteenth day of December, 1999.

/s/Edward C. Johnson 3d /s/Peter S. Lynch

Edward C. Johnson 3d Peter S. Lynch

/s/Ralph F. Cox /s/William O. McCoy

Ralph F. Cox William O. McCoy

/s/Phyllis Burke Davis /s/Gerald C. McDonough

Phyllis Burke Davis Gerald C. McDonough

/s/Ned C. Lautenbach /s/Marvin L. Mann

Ned C. Lautenbach Marvin L. Mann

/s/Donald J. Kirk /s/Thomas R. Williams

Donald J. Kirk Thomas R. Williams

/s/Robert C. Pozen /s/Robert M. Gates

Robert C. Pozen Robert M. Gates

POWER OF ATTORNEY

I, the undersigned Secretary of the investment companies for which
Fidelity Management & Research Company or an affiliate acts as
investment adviser (collectively, the "Funds"), hereby severally
constitute and appoint Arthur J. Brown, Arthur C. Delibert, Stephanie
A. Djinis, Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips,
and Dana L. Platt, each of them singly, my true and lawful
attorneys-in-fact, with full power of substitution, and with full
power to each of them, to sign for me and in my name in the
appropriate capacity, any and all representations with respect to the
consistency of foreign language translation prospectuses with the
original prospectuses filed in connection with the Post-Effective
Amendments for the Funds as said attorneys-in-fact deem necessary or
appropriate to comply with the provisions of the Securities Act of
1933 and the Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission. I hereby
ratify and confirm all that said attorneys-in-fact, or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 1998.

WITNESS my hand on this twenty-ninth day of December, 1997.

/s/Eric Roiter
Eric Roiter

Exhibit a(1)

AMENDED AND RESTATED TRUST INSTRUMENT
FIDELITY ABERDEEN STREET TRUST

AMENDED AND RESTATED TRUST INSTRUMENT made April 20, 2000 by each of
the Trustees whose signature is affixed hereto (the "Trustees").

WHEREAS, the Trustees desire to amend and restate this Trust
Instrument for the sole purpose of supplementing the Trust Instrument
to incorporate amendments duly adopted; and

WHEREAS, this Trust was initially made on June 20, 1991 by Edward C.
Johnson 3d, J. Gary Burkhead and John E. Ferris in order to establish
a trust for the investment and reinvestment of funds contributed
thereto;

NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust hereunder shall be held and managed in trust
under this Amended and Restated Trust Instrument as herein set forth
below.

ARTICLE I
NAME AND DEFINITIONS

NAME

Section 1.01. The name of the trust created hereby is the "Fidelity
Aberdeen Street Trust."

DEFINITIONS

Section 1.02. Wherever used herein, unless otherwise required by the
context or specifically provided:

(a) "Bylaws" means the Bylaws referred to in Article IV, Section
4.01(e) hereof, as from time to time amended;

(b) The term "Commission" has the meaning given it in the 1940 Act.
The terms "Affiliated Person," "Assignment," "Interested Person" and
"Principal Underwriter" shall have the meanings given them in the 1940
Act, as modified by or interpreted by any applicable order or orders
of the Commission or any rules or regulations adopted or interpretive
releases of the Commission thereunder. "Majority Shareholder Vote"
shall have the same meaning as the term "vote of a majority of the
outstanding voting securities" is given in the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretive releases of the
Commission thereunder;

(c) The "Delaware Act" refers to Chapter 38 of Title 12 of the
Delaware Code entitled "Treatment of Delaware Business Trusts," as it
may be amended from time to time;

(d) "Net Asset Value" means the net asset value of each Series of the
Trust determined in the manner provided in Article IX, Section 9.03
hereof;

(e) "Outstanding Shares" means those Shares shown from time to time
in the books of the Trust or its Transfer Agent as then issued and
outstanding, but shall not include Shares which have been redeemed or
repurchased by the Trust and which are at the time held in the
treasury of the Trust;

(f) "Series" means a series of Shares of the Trust established in
accordance with the provisions of Article II, Section 2.06 hereof;

(g) "Shareholder" means a record owner of Outstanding Shares of the
Trust;

(h) "Shares" means the equal proportionate transferable units of
beneficial interest into which the beneficial interest of each Series
of the Trust or class thereof shall be divided and may include
fractions of Shares as well as whole Shares;

(i) The "Trust" refers to "Fidelity Aberdeen Street Trust" and
reference to the Trust, when applicable to one or more Series of the
Trust, shall refer to any such Series;

(j) The "Trustees" means the person or persons who has or have signed
this Trust Instrument, so long as he or they shall continue in office
in accordance with the terms hereof, and all other persons who may
from time to time be duly qualified and serving as Trustees in
accordance with the provisions of Article III hereof and reference
herein to a Trustee or to the Trustees shall refer to the individual
Trustees in their capacity as Trustees hereunder;

(k) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account
of one or more of the Trust or any Series, or the Trustees on behalf
of the Trust or any Series; and

(l) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.

ARTICLE II
BENEFICIAL INTEREST

SHARES OF BENEFICIAL INTEREST

Section 2.01. The beneficial interest in the Trust shall be divided
into such transferable Shares of one or more separate and distinct
Series or classes of a Series as the Trustees shall from time to time
create and establish. The number of Shares of each Series, and class
thereof, authorized hereunder is unlimited. Each Share shall have no
par value. All Shares issued hereunder, including without limitation,
Shares issued in connection with a dividend in Shares or a split or
reverse split of Shares, shall be fully paid and nonassessable.

ISSUANCE OF SHARES

Section 2.02. The Trustees in their discretion may, from time to
time, without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of
consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the Trustees
may deem appropriate, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection
with, the assumption of liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares
and Shares held in the treasury. The Trustees may from time to time
divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be
redeemed as, whole Shares and/or 1/1,000th of a Share or integral
multiples thereof.

Section 2.03. A register shall be kept at the principal office of the
Trust or an office of the Trust's transfer agent which shall contain
the names and addresses of the Shareholders of each Series, the number
of Shares of that Series (or any class or classes thereof) held by
them respectively and a record of all transfers thereof. As to Shares
for which no certificate has been issued, such register shall be
conclusive as to who are the holders of the Shares and who shall be
entitled to receive dividends or other distributions or otherwise to
exercise or enjoy the rights of Shareholders. No Shareholder shall be
entitled to receive payment of any dividend or other distribution, nor
to have notice given to him as herein or in the Bylaws provided, until
he has given his address to the transfer agent or such other officer
or agent of the Trustees as shall keep the said register for entry
thereon. The Trustees, in their discretion, may authorize the issuance
of share certificates and promulgate appropriate rules and regulations
as to their use. Such certificates may be issuable for any purpose
limited in the Trustees discretion. In the event that one or more
certificates are issued, whether in the name of a shareholder or a
nominee, such certificate or certificates shall constitute evidence of
ownership of Shares for all purposes, including transfer, assignment
or sale of such Shares, subject to such limitations as the Trustees
may, in their discretion, prescribe.

TRANSFER OF SHARES

Section 2.04. Except as otherwise provided by the Trustees, Shares
shall be transferable on the records of the Trust only by the record
holder thereof or by his agent thereunto duly authorized in writing,
upon delivery to the Trustees or the Trust's transfer agent of a duly
executed instrument of transfer, together with a Share certificate, if
one is outstanding, and such evidence of the genuineness of each such
execution and authorization and of such other matters as may be
required by the Trustees. Upon such delivery the transfer shall be
recorded on the register of the Trust. Until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares
for all purposes hereunder and neither the Trustees nor the Trust, nor
any transfer agent or registrar nor any officer, employee or agent of
the Trust shall be affected by any notice of the proposed transfer.

TREASURY SHARES

Section 2.05. Shares held in the treasury shall, until reissued
pursuant to Section 2.02 hereof, not confer any voting rights on the
Trustees, nor shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.

ESTABLISHMENT OF SERIES

Section 2.06. The Trust created hereby shall consist of one or more
Series and separate and distinct records shall be maintained by the
Trust for each Series and the assets associated with any such Series
shall be held and accounted for separately from the assets of the
Trust or any other Series. The Trustees shall have full power and
authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the Trust,
to establish and designate and to change in any manner any such Series
of Shares or any classes of initial or additional Series and to fix
such preferences, voting powers, rights and privileges of such Series
or classes thereof as the Trustees may from time to time determine, to
divide or combine the Shares or any Series or classes thereof into a
greater or lesser number, to classify or reclassify any issued Shares
or any Series or classes thereof into one or more Series or classes of
Shares, and to take such other action with respect to the Shares as
the Trustees may deem desirable. The establishment and designation of
any Series shall be effective upon the adoption of a resolution by a
majority of the Trustees setting forth such establishment and
designation and the relative rights and preferences of the Shares of
such Series, whether directly in such resolution or by reference to,
or approval of, another document that sets forth such relative rights
and preferences of the Shares of such Series including, without
limitation, any registration statement of the Trust, or as otherwise
provided in such resolution. A Series may issue any number of Shares
and need not issue shares. At any time that there are no Shares
outstanding of any particular Series previously established and
designated, the Trustees may by a majority vote abolish that Series
and the establishment and designation thereof.

All references to Shares in this Trust Instrument shall be deemed to
be Shares of any or all Series, or classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply
equally to each Series of the Trust, and each class thereof, except as
the context otherwise requires.

Each Share of a Series of the Trust shall represent an equal
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series shall be entitled to receive his pro rata share of
distributions of income and capital gains, if any, made with respect
to such Series. Upon redemption of his Shares, such Shareholder shall
be paid solely out of the funds and property of such Series of the
Trust.

INVESTMENT IN THE TRUST

Section 2.07. The Trustees shall accept investments in any Series of
the Trust from such persons and on such terms as they may from time to
time authorize. At the Trustees' discretion, such investments, subject
to applicable law, may be in the form of cash or securities in which
the affected Series is authorized to invest, valued as provided in
Article IX, Section 9.03 hereof. Investments in a Series shall be
credited to each Shareholder's account in the form of full Shares at
the Net Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion, (a) fix the Net Asset Value per Share of the initial
capital contribution, (b) impose a sales charge or other fee upon
investments in the Trust in such manner and at such time determined by
the Trustees or (c) issue fractional Shares.

ASSETS AND LIABILITIES OF SERIES

Section 2.08. All consideration received by the Trust for the issue
or sale of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall be held and accounted for
separately from the other assets of the Trust and of every other
Series and may be referred to herein as "assets belonging to" that
Series. The assets belonging to a particular Series shall belong to
that Series for all purposes, and to no other Series, subject only to
the rights of creditors of that Series. In addition, any assets,
income, earnings, profits or funds, or payments and proceeds with
respect thereto, which are not readily identifiable as belonging to
any particular Series shall be allocated by the Trustees between and
among one or more of the Series in such manner as the Trustees, in
their sole discretion, deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all Series
for all purposes, and such assets, income, earnings, profits or funds,
or payments and proceeds with respect thereto shall be assets
belonging to that Series. The assets belonging to a particular Series
shall be so recorded upon the books of the Trust, and shall be held by
the Trustees in trust for the benefit of the holders of Shares of that
Series. The assets belonging to each particular Series shall be
charged with the liabilities of that Series and all expenses, costs,
charges and reserves attributable to that Series. Any general
liabilities, expenses, costs, charges or reserves of the Trust which
are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees between or among any
one or more of the Series in such manner as the Trustees in their sole
discretion deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all Series for all
purposes. Without limitation of the foregoing provisions of this
Section 2.08, but subject to the right of the Trustees in their
discretion to allocate general liabilities, expenses, costs, charges
or reserves as herein provided, the debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with
respect to a particular Series shall be enforceable against the assets
of such Series only, and not against the assets of the Trust
generally. Notice of this limitation on inter-series liabilities may,
in the Trustee's sole discretion, be set forth in the certificate of
trust of the Trust (whether originally or by amendment) as filed or to
be filed in the Office of the Secretary of State of the State of
Delaware pursuant to the Delaware Act, and upon the giving of such
notice in the certificate of trust, the statutory provisions of
Section 3804 of the Delaware Act relating to limitations on
inter-Series liabilities (and the statutory effect under Section 3804
of setting forth such notice in the certificate of trust) shall become
applicable to the Trust and each Series. Any person extending credit
to, contracting with or having any claim against any Series may look
only to the assets of that Series to satisfy or enforce any debt,
liability, obligation or expense incurred, contracted for or otherwise
existing with respect to that Series. No Shareholder or former
Shareholder of any Series shall have a claim on or any right to any
assets allocated or belonging to any other Series.

NO PREEMPTIVE RIGHTS

Section 2.09. Shareholders shall have no preemptive or other right to
subscribe to any additional Shares or other securities issued by the
Trust or the Trustees, whether of the same or other Series.

PERSONAL LIABILITY OF SHAREHOLDERS

Section 2.10. Each Shareholder of the Trust and of each Series shall
not be personally liable for the debts, liabilities, obligations and
expenses incurred by, contracted for, or otherwise existing with
respect to, the Trust or by or on behalf of any Series. The Trustees
shall have no power to bind any Shareholder personally or to call upon
any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription for any Shares or
otherwise. Every note, bond, contract or other undertaking issued by
or on behalf of the Trust or the Trustees relating to the Trust or to
a Series shall include a recitation limiting the obligation
represented thereby to the Trust or to one or more Series and its or
their assets (but the omission of such a recitation shall not operate
to bind any Shareholder or Trustee of the Trust).

ASSENT TO TRUST INSTRUMENT

Section 2.11. Every Shareholder, by virtue of having purchased a
Share shall become a Shareholder and shall be held to have expressly
assented and agreed to be bound by the terms hereof.

ARTICLE III
THE TRUSTEES

MANAGEMENT OF THE TRUST

Section 3.01. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as
may be permitted by this Trust Instrument. The Trustees shall have
power to conduct the business of the Trust and carry on its operations
in any and all of its branches and maintain offices both within and
without the State of Delaware, in any and all states of the United
States of America, in the District of Columbia, in any and all
commonwealths, territories, dependencies, colonies, or possessions of
the United States of America, and in any foreign jurisdiction and to
do all such other things and execute all such instruments as they deem
necessary, proper or desirable in order to promote the interests of
the Trust although such things are not herein specifically mentioned.
Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the
provisions of this Trust Instrument, the presumption shall be in favor
of a grant of power to the Trustees.

The enumeration of any specific power in this Trust Instrument shall
not be construed as limiting the aforesaid power. The powers of the
Trustees may be exercised without order of or resort to any court.

Except for the Trustees named herein or appointed to fill vacancies
pursuant to Section 3.04 of this Article III, the Trustees shall be
elected by the Shareholders owning of record a plurality of the Shares
voting at a meeting of Shareholders. Such a meeting shall be held on a
date fixed by the Trustees. In the event that less than a majority of
the Trustees holding office have been elected by Shareholders, the
Trustees then in office will call a Shareholders' meeting for the
election of Trustees.

INITIAL TRUSTEES

Section 3.02. The initial Trustees shall be the persons named herein.
On a date fixed by the Trustees, the Shareholders shall elect at least
three but not more than twelve Trustees, as specified by the Trustees
pursuant to Section 3.06 of this Article III.

TERM OF OFFICE OF TRUSTEES

Section 3.03. The Trustees shall hold office during the lifetime of
this Trust, and until its termination as herein provided; except (a)
that any Trustee may resign his trust by written instrument signed by
him and delivered to the other Trustees, which shall take effect upon
such delivery or upon such later date as is specified therein; (b)
that any Trustee may be removed at any time by written instrument,
signed by at least two-thirds of the number of Trustees prior to such
removal, specifying the date when such removal shall become effective;
(c) that any Trustee who requests in writing to be retired or who has
died, become physically or mentally incapacitated by reason of disease
or otherwise, or is otherwise unable to serve, may be retired by
written instrument signed by a majority of the other Trustees,
specifying the date of his retirement; and (d) that a Trustee may be
removed at any meeting of the Shareholders of the Trust by a vote of
Shareholders owning at least two-thirds of the outstanding Shares.

VACANCIES AND APPOINTMENT OF TRUSTEES

Section 3.04. In case of the declination to serve, death,
resignation, retirement, removal, physical or mental incapacity by
reason of disease or otherwise, or a Trustee is otherwise unable to
serve, or an increase in the number of Trustees, a vacancy shall
occur. Whenever a vacancy in the Board of Trustees shall occur, until
such vacancy is filled, the other Trustees shall have all the powers
hereunder and the certificate of the other Trustees of such vacancy
shall be conclusive. In the case of an existing vacancy, the remaining
Trustees shall fill such vacancy by appointing such other person as
they in their discretion shall see fit consistent with the limitations
under the 1940 Act. Such appointment shall be evidenced by a written
instrument signed by a majority of the Trustees in office or by
resolution of the Trustees, duly adopted, which shall be recorded in
the minutes of a meeting of the Trustees, whereupon the appointment
shall take effect.

An appointment of a Trustee may be made by the Trustees then in office
in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or
after the effective date of said retirement, resignation or increase
in number of Trustees. As soon as any Trustee appointed pursuant to
this Section 3.04 shall have accepted this trust, or at such date as
may be specified in the acceptance whenever made, 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 to appoint a Trustee
pursuant to this Section 3.04 is subject to the provisions of Section
16(a) of the 1940 Act.

TEMPORARY ABSENCE OF TRUSTEE

Section 3.05. Any Trustee may, by power of attorney, delegate his
power for a period not exceeding six months at any one time to any
other Trustee or Trustees, provided that in no case shall less than
two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.

NUMBER OF TRUSTEES

Section 3.06. The number of Trustees shall be at least three, and
thereafter shall be such number as shall be fixed from time to time by
a majority of the Trustees, provided, however, that the number of
Trustees shall in no event be more than twelve (12).

EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

Section 3.07. The declination to serve, death, resignation,
retirement, removal, incapacity, or inability of the Trustees, or any
one of them, shall not operate to terminate the Trust or to revoke any
existing agency created pursuant to the terms of this Trust
Instrument.

OWNERSHIP OF ASSETS OF THE TRUST

Section 3.08. The assets of the Trust and of each Series shall be
held separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any
successor Trustees. Legal title in all of the assets of the Trust and
the right to conduct any business shall at all times be considered as
vested in the Trustees on behalf of the Trust, except that the
Trustees may cause legal title to any Trust Property to be held by, or
in the name of the Trust, or in the name of any person as nominee. No
Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust or of any Series or any right of
partition or possession thereof, but each Shareholder shall have,
except as otherwise provided for herein, a proportionate undivided
beneficial interest in the Trust or Series. The Shares shall be
personal property giving only the rights specifically set forth in
this Trust Instrument.

ARTICLE IV
POWERS OF THE TRUSTEES

POWERS

Section 4.01. The Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts
and to make and execute any and all contracts and instruments that
they may consider necessary or appropriate in connection with the
management of the Trust. The Trustees shall not in any way be bound or
limited by present or future laws or customs in regard to trust
investments, but shall have full authority and power to make any and
all investments which they, in their sole discretion, shall deem
proper to accomplish the purpose of this Trust without recourse to any
court or other authority. Subject to any applicable limitation in this
Trust Instrument or the Bylaws of the Trust, the Trustees shall have
power and authority:

(a) To invest and reinvest cash and other property, and to hold cash
or other property uninvested, without in any event being bound or
limited by any present or future law or custom in regard to
investments by trustees, and to sell, exchange, lend, pledge,
mortgage, hypothecate, write options on and lease any or all of the
assets of the Trust;

(b) To operate as and carry on the business of an investment company,
and exercise all the powers necessary and appropriate to the conduct
of such operations;

(c) To borrow money and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging
or otherwise subjecting as security the Trust Property; to endorse,
guarantee, or undertake the performance of an obligation or engagement
of any other Person and to lend Trust Property;

(d) To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereinafter provided for
or by the Trust itself, or both, or otherwise pursuant to a plan of
distribution of any kind;

(e) To adopt Bylaws not inconsistent with this Trust Instrument
providing for the conduct of the business of the Trust and to amend
and repeal them to the extent that they do not reserve that right to
the Shareholders; such Bylaws shall be deemed incorporated and
included in this Trust Instrument;

(f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;

(g) To employ one or more banks, trust companies or companies that
are members of a national securities exchange or such other entities
as the Commission may permit as custodians of any assets of the Trust
subject to any conditions set forth in this Trust Instrument or in the
Bylaws;

(h) To retain one or more transfer agents and shareholder servicing
agents, or both;

(i) To set record dates in the manner provided herein or in the
Bylaws;

(j) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager,
custodian, underwriter or other agent or independent contractor;

(k) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XI, Section 11.04(b) hereof;

(l) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees
shall deem proper;

(m) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;

(n) To hold any security or property in a form not indicating any
trust, whether in bearer, book entry, unregistered or other negotiable
form; or either in the name of the Trust or in the name of a custodian
or a nominee or nominees, subject in either case to proper safeguards
according to the usual practice of Delaware business trusts or
investment companies;

(o) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article II hereof and to establish
classes of such Series having relative rights, powers and duties as
they may provide consistent with applicable law;

(p) Subject to the provisions of Section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular
Series or class thereof or to apportion the same between or among two
or more Series or classes thereof, provided that any liabilities or
expenses incurred by a particular Series or class thereof shall be
payable solely out of the assets belonging to that Series as provided
for in Article II hereof;

(q) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any
security held in the Trust;

(r) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy including, but not
limited to, claims for taxes;

(s) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided;

(t) To establish, from time to time, a minimum investment for
Shareholders in the Trust or in one or more Series or class, and to
require the redemption of the Shares of any Shareholders whose
investment is less than such minimum upon giving notice to such
Shareholder;

(u) To establish one or more committees, to delegate any of the
powers of the Trustees to said committees and to adopt a committee
charter providing for such responsibilities, membership (including
Trustees, officers or other agents of the Trust therein) and any other
characteristics of said committees as the Trustees may deem proper.
Notwithstanding the provisions of this Article IV, and in addition to
such provisions or any other provision of this Trust Instrument or of
the Bylaws, the Trustees may by resolution appoint a committee
consisting of less than the whole number of Trustees then in office,
which committee may be empowered to act for and bind the Trustees and
the Trust, as if the acts of such committee were the acts of all the
Trustees then in office, with respect to the institution, prosecution,
dismissal, settlement, review or investigation of any action, suit or
proceeding which shall be pending or threatened to be brought before
any court, administrative agency or other adjudicatory body;

(v) To interpret the investment policies, practices or limitations of
any Series;

(w) Notwithstanding any other provision hereof, to invest all or a
portion of the assets of any series in one or more open-end investment
companies, including investment by means of a transfer of such assets
in an exchange for an interest or interests in such investment company
or companies or by any other method approved by the Trustees;

(x) To establish a registered office and have a registered agent in
the state of Delaware; and

(y) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Trustees.
Any action by one or more of the Trustees in their capacity as such
hereunder shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity.

The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust.

No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see
to the application of any payments made or property transferred to the
Trustees or upon their order.

ISSUANCE AND REPURCHASE OF SHARES

Section 4.02. The Trustees shall have the power to issue, sell,
repurchase, redeem, retire, cancel, acquire, hold, resell, reissue,
dispose of, and otherwise deal in Shares and, subject to the
provisions set forth in Article II and Article IX, to apply to any
such repurchase, redemption, retirement, cancellation or acquisition
of Shares any funds or property of the Trust, or the particular Series
of the Trust, with respect to which such Shares are issued.

TRUSTEES AND OFFICERS AS SHAREHOLDERS

Section 4.03. Any Trustee, officer or other agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he were
not a Trustee, officer or agent; and the Trustees may issue and sell
or cause to be issued and sold Shares to and buy such Shares from any
such person or any firm or company in which he is interested, subject
only to the general limitations herein contained as to the sale and
purchase of such Shares; and all subject to any restrictions which may
be contained in the Bylaws.

ACTION BY THE TRUSTEES

Section 4.04. The Trustees shall act by majority vote at a meeting
duly called or by unanimous written consent without a meeting or by
telephone meeting provided a quorum of Trustees participate in any
such telephone meeting, unless the 1940 Act requires that a particular
action be taken only at a meeting at which the Trustees are present in
person. At any meeting of the Trustees, a majority of the Trustees
shall constitute a quorum. Meetings of the Trustees may be called
orally or in writing by the Chairman of the Board of Trustees or by
any two other Trustees. Notice of the time, date and place of all
meetings of the Trustees shall be given by the party calling the
meeting to each Trustee by telephone, telefax, or telegram sent to his
home or business address at least twenty-four hours in advance of the
meeting or by written notice mailed to his home or business address at
least seventy-two hours in advance of the meeting. Notice need not be
given to any Trustee who attends the meeting without objecting to the
lack of notice or who executes a written waiver of notice with respect
to the meeting. Any meeting conducted by telephone shall be deemed to
take place at the principal office of the Trust, as determined by the
Bylaws or by the Trustees. Subject to the requirements of the 1940
Act, the Trustees by majority vote may delegate to any one or more of
their number their authority to approve particular matters or take
particular actions on behalf of the Trust. Written consents or waivers
of the Trustees may be executed in one or more counterparts. Execution
of a written consent or waiver and delivery thereof to the Trust may
be accomplished by telefax.

CHAIRMAN OF THE TRUSTEES

Section 4.05. The Trustees shall appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all
meetings of the Trustees, shall be responsible for the execution of
policies established by the Trustees and the administration of the
Trust, and may be (but is not required to be) the chief executive,
financial and/or accounting officer of the Trust.

PRINCIPAL TRANSACTIONS

Section 4.06. Except to the extent prohibited by applicable law, the
Trustees may, on behalf of the Trust, buy any securities from or sell
any securities to, or lend any assets of the Trust to, any Trustee or
officer of the Trust or any firm of which any such Trustee or officer
is a member acting as principal, or have any such dealings with any
investment adviser, distributor or transfer agent for the Trust or
with any Interested Person of such person; and the Trust may employ
any such person, or firm or company in which such person is an
Interested Person, as broker, legal counsel, registrar, investment
adviser, distributor, transfer agent, dividend disbursing agent,
custodian or in any other capacity upon customary terms.

ARTICLE V
EXPENSES OF THE TRUST

TRUSTEE REIMBURSEMENT

Section 5.01. Subject to the provisions of Article II, Section 2.08
hereof, the Trustees shall be reimbursed from the Trust estate or the
assets belonging to the appropriate Series for their expenses and
disbursements, including, without limitation, fees and expenses of
Trustees who are not Interested Persons of the Trust, interest
expense, taxes, fees and commissions of every kind, expenses of
pricing Trust portfolio securities, expenses of issue, repurchase and
redemption of shares, including expenses attributable to a program of
periodic repurchases or redemptions, expenses of registering and
qualifying the Trust and its Shares under Federal and State laws and
regulations or under the laws of any foreign jurisdiction, charges of
third parties, including investment advisers, managers, custodians,
transfer agents, portfolio accounting and/or pricing agents, and
registrars, expenses of preparing and setting up in type prospectuses
and statements of additional information and other related Trust
documents, expenses of printing and distributing prospectuses sent to
existing Shareholders, auditing and legal expenses, reports to
Shareholders, expenses of meetings of Shareholders and proxy
solicitations therefor, insurance expenses, association membership
dues and for such non-recurring items as may arise, including
litigation to which the Trust (or a Trustee acting as such) is a
party, and for all losses and liabilities by them incurred in
administering the Trust, and for the payment of such expenses,
disbursements, losses and liabilities the Trustees shall have a lien
on the assets belonging to the appropriate Series, or in the case of
an expense allocable to more than one Series, on the assets of each
such Series, prior to any rights or interests of the Shareholders
thereto. This section shall not preclude the Trust from directly
paying any of the aforementioned fees and expenses.

ARTICLE VI
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT

INVESTMENT ADVISER

Section 6.01. Subject to applicable requirements of the 1940 Act, as
modified by or interpreted by any applicable order of the Commission
or any rules or regulations adopted or interpretative releases of the
Commission thereunder, the Trustees may in their discretion, from time
to time, enter into an investment advisory or management contract or
contracts with respect to the Trust or any Series whereby the other
party or parties to such contract or contracts shall undertake to
furnish the Trustees with such management, investment advisory,
statistical and research facilities and services and such other
facilities and services, if any, and all upon such terms and
conditions, as the Trustees may in their discretion determine.
Notwithstanding any other provision of this Trust Instrument, the
Trustees may authorize any investment adviser (subject to such general
or specific instructions as the Trustees may from time to time adopt)
to effect purchases, sales or exchanges of portfolio securities, other
investment instruments of the Trust, or other Trust Property on behalf
of the Trustees, or may authorize any officer, agent, or Trustee to
effect such purchases, sales or exchanges pursuant to recommendations
of the investment adviser (and all without further action by the
Trustees). Any such purchases, sales and exchanges shall be deemed to
have been authorized by all of the Trustees.

The Trustees may authorize, subject to applicable requirements of the
1940 Act, including those relating to Shareholder approval, the
investment adviser to employ, from time to time, one or more
sub-advisers to perform such of the acts and services of the
investment adviser, and upon such terms and conditions, as may be
agreed upon between the investment adviser and sub-adviser. Any
reference in this Trust Instrument to the investment adviser shall be
deemed to include such sub-advisers, unless the context otherwise
requires.

PRINCIPAL UNDERWRITER

Section 6.02. The Trustees may in their discretion from time to time
enter into an exclusive or non-exclusive underwriting contract or
contracts providing for the sale of Shares, whereby the Trust may
either agree to sell Shares to the other party to the contract or
appoint such other party its sales agent for such Shares. In either
case, the contract shall be on such terms and conditions, if any, as
may be prescribed in the Bylaws, and such further terms and conditions
as the Trustees may in their discretion determine not inconsistent
with the provisions of this Article VI, or of the Bylaws; and such
contract may also provide for the repurchase or sale of Shares by such
other party as principal or as agent of the Trust.

TRANSFER AGENT

Section 6.03. The Trustees may in their discretion from time to time
enter into one or more transfer agency and Shareholder service
contracts whereby the other party or parties shall undertake to
furnish the Trustees with transfer agency and Shareholder services.
The contract or contracts shall be on such terms and conditions as the
Trustees may in their discretion determine not inconsistent with the
provisions of this Trust Instrument or of the Bylaws.

PARTIES TO CONTRACT

Section 6.04. Any contract of the character described in Sections
6.01, 6.02 and 6.03 of this Article VI or any contract of the
character described in Article VIII hereof may be entered into with
any corporation, firm, partnership, trust or association, although one
or more of the Trustees or officers of the Trust may be an officer,
director, trustee, shareholder, or member of such other party to the
contract, and no such contract shall be invalidated or rendered void
or voidable by reason of the existence of any relationship, nor shall
any person holding such relationship be disqualified from voting on or
executing the same in his capacity as Shareholder and/or Trustee, nor
shall any person holding such relationship be liable merely by reason
of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when
entered into was not inconsistent with the provisions of this Article
VI or Article VIII hereof or of the Bylaws. The same person (including
a firm, corporation, partnership, trust, or association) may be the
other party to contracts entered into pursuant to Sections 6.01, 6.02
and 6.03 of this Article VI or pursuant to Article VIII hereof, and
any individual may be financially interested or otherwise affiliated
with persons who are parties to any or all of the contracts mentioned
in this Section 6.04.

PROVISIONS AND AMENDMENTS

Section 6.05. Any contract entered into pursuant to Sections 6.01 or
6.02 of this Article VI shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act or other applicable Act of
Congress hereafter enacted with respect to its continuance in effect,
its termination, and the method of authorization and approval of such
contract or renewal thereof, and no amendment to any contract, entered
into pursuant to Section 6.01 of this Article VI shall be effective
unless assented to in a manner consistent with the requirements of
said Section 15, as modified by any applicable rule, regulation or
order of the Commission.

ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS

VOTING POWERS

Section 7.01. The Shareholders shall have power to vote only (i) for
the election of Trustees as provided in Article III, Sections 3.01 and
3.02 hereof, (ii) for the removal of Trustees as provided in Article
III, Section 3.03(d) hereof, (iii) with respect to any investment
advisory or management contract as provided in Article VI, Sections
6.01 and 6.05 hereof, and (iv) with respect to such additional matters
relating to the Trust as may be required by law, by this Trust
Instrument, or the Bylaws or any registration of the Trust with the
Commission or any State, or as the Trustees may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares
shall be voted separately 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 the interests of more than one Series, then
the Shareholders of all such Series shall be entitled to vote thereon.
The Trustees may also determine that a matter affects only the
interests of one or more classes of a Series, in which case any such
matter shall be voted on by such class or classes. A shareholder of
each Series 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 or in any
manner provided for in the Bylaws. A proxy may be given in writing.
The Bylaws may provide that proxies may also, or may instead, be given
by any electronic or telecommunications device or in any other manner.
Notwithstanding anything else herein or in the Bylaws, in the event a
proposal by anyone other than the officers or Trustees of the Trust is
submitted to a vote of the Shareholders of one or more Series or of
the Trust, or in the event of any proxy contest or proxy solicitation
or proposal in opposition to any proposal by the officers or Trustees
of the Trust, Shares may be voted only in person or by written proxy.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law,
this Trust Instrument or any of the Bylaws of the Trust to be taken by
Shareholders.

MEETINGS

Section 7.02. The first Shareholders' meeting shall be held in order
to elect Trustees as specified in Section 3.02 of Article III hereof
at the principal office of the Trust or such other place as the
Trustees may designate. Meetings may be held within or without the
State of Delaware. Special meetings of the Shareholders of any Series
may be called by the Trustees and shall be called by the Trustees upon
the written request of Shareholders owning at least one-tenth of the
Outstanding Shares entitled to vote. Whenever ten or more Shareholders
meeting the qualifications set forth in Section 16(c) of the 1940 Act,
as the same may be amended from time to time, seek the opportunity of
furnishing materials to the other Shareholders with a view to
obtaining signatures on such a request for a meeting, the Trustees
shall comply with the provisions of said Section 16(c) with respect to
providing such Shareholders access to the list of the Shareholders of
record of the Trust or the mailing of such materials to such
Shareholders of record, subject to any rights provided to the Trust or
any Trustees provided by said Section 16(c). Shareholders shall be
entitled to at least fifteen (15) days' notice of any meeting.

QUORUM AND REQUIRED VOTE

Section 7.03. One-third of Shares entitled to vote in person or by
proxy shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of
this Trust Instrument permits or requires that holders of any Series
shall vote as a Series (or that holders of a class shall vote as a
class), then one-third of the aggregate number of Shares of that
Series (or that class) entitled to vote shall be necessary to
constitute a quorum for the transaction of business by that Series (or
that class). Any lesser number shall be sufficient for adjournments.
Any adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the
necessity of further notice. Except when a larger vote is required by
law or by any provision of this Trust Instrument or the Bylaws, a
majority of the Shares voted in person or by proxy shall decide any
questions and a plurality shall elect a Trustee, provided that where
any provision of law or of this Trust Instrument permits or requires
that the holders of any Series shall vote as a Series (or that the
holders of any class shall vote as a class), then a majority of the
Shares present in person or by proxy of that Series or, if required by
law, a Majority Shareholder Vote of that Series (or class), voted on
the matter in person or by proxy shall decide that matter insofar as
that Series (or class) is concerned. Shareholders may act by unanimous
written consent. Actions taken by Series (or class) may be consented
to unanimously in writing by Shareholders of that Series.

DERIVATIVE ACTIONS

Section 7.04. Except as otherwise provided in Section 3816 of the
Delaware Act, all matters relating to the bringing of derivative
actions in the right of the Trust shall be governed by the General
Corporation Law of the State of Delaware relating to derivative
actions, and judicial interpretations thereunder, as if the Trust were
a Delaware corporation and the Shareholders were shareholders of a
Delaware corporation.

ARTICLE VIII
CUSTODIAN

APPOINTMENT AND DUTIES

Section 8.01. The Trustees shall at all times employ a bank, a
company that is a member of a national securities exchange, or a trust
company, each having capital, surplus and undivided profits of at
least two million dollars ($2,000,000) as custodian with authority as
its agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the Bylaws of the Trust:

(1) to hold the securities owned by the Trust and deliver the same
upon written order or oral order confirmed in writing, or by such
electro-mechanical or electronic devices as are agreed to by the Trust
and the custodian, if such procedures have been authorized in writing
by the Trust;

(2) to receive and receipt for any moneys due to the Trust and deposit
the same in its own banking department or elsewhere as the Trustees
may direct;

(3) to disburse such funds upon orders or vouchers; and the Trust may
also employ such custodian as its agent:

(4) to keep the books and accounts of the Trust or of any Series or
class and furnish clerical and accounting services; and

(5) to compute, if authorized to do so by the Trustees, the Net Asset
Value of any Series, or class thereof, in accordance with the
provisions hereof; all upon such basis of compensation as may be
agreed upon between the Trustees and the custodian.

The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and
services of the custodian, and upon such terms and conditions, as may
be agreed upon between the custodian and such sub-custodian and
approved by the Trustees, provided that in every case such
sub-custodian shall be a bank, a company that is a member of a
national securities exchange, or a trust company organized under the
laws of the United States or one of the states thereof and having
capital, surplus and undivided profits of at least two million dollars
($2,000,000) or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act.

CENTRAL CERTIFICATE SYSTEM

Section 8.02. Subject to such rules, regulations and orders as the
Commission may adopt, the Trustees may direct the custodian to deposit
all or any part of the securities owned by the Trust in a system for
the central handling of securities established by a national
securities exchange or a national securities association registered
with the Commission under the Securities Exchange Act of 1934, as
amended, or such other person as may be permitted by the Commission,
or otherwise in accordance with the 1940 Act, pursuant to which system
all securities of any particular class or series of any issuer
deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery
of such securities, provided that all such deposits shall be subject
to withdrawal only upon the order of the Trust or its custodians,
subcustodians or other agents.

ARTICLE IX
DISTRIBUTIONS AND REDEMPTIONS

DISTRIBUTIONS

Section 9.01.

(a) The Trustees may from time to time declare and pay dividends or
other distributions with respect to any Series. The amount of such
dividends or distributions and the payment of them and whether they
are in cash or any other Trust Property shall be wholly in the
discretion of the Trustees.

(b) Dividends and other distributions may be paid or made to the
Shareholders of record at the time of declaring a dividend or other
distribution or among the Shareholders of record at such other date or
time or dates or times as the Trustees shall determine, which
dividends or distributions, at the election of the Trustees, may be
paid pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Trustees may determine. The
Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash dividend payout plans or related plans as the
Trustees shall deem appropriate.

(c) Anything in this Trust Instrument to the contrary
notwithstanding, the Trustees may at any time declare and distribute a
dividend of stock or other property pro rata among the Shareholders of
a particular Series, or class thereof, as of the record date of that
Series fixed as provided in Section (b) hereof.

REDEMPTIONS

Section 9.02. In case any holder of record of Shares of a particular
Series desires to dispose of his Shares or any portion thereof, he may
deposit at the office of the transfer agent or other authorized agent
of that Series a written request or such other form of request as the
Trustees may from time to time authorize, requesting that the Series
purchase the Shares in accordance with this Section 9.02; and the
Shareholder so requesting shall be entitled to require the Series to
purchase, and the Series or the principal underwriter of the Series
shall purchase his said Shares, but only at the Net Asset Value
thereof (as described in Section 9.03 of this Article IX). The Series
shall make payment for any such Shares to be redeemed, as aforesaid,
in cash or property from the assets of that Series and payment for
such Shares less any applicable deferred sales charge and/or fees
shall be made by the Series or the principal underwriter of the Series
to the Shareholder of record within seven (7) days after the date upon
which the request is effective. Upon redemption, shares shall become
Treasury shares and may be re-issued from time to time.

DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS

Section 9.03. The term "Net Asset Value" of any Series shall mean
that amount by which the assets of that Series exceed its liabilities,
all as determined by or under the direction of the Trustees. Such
value shall be determined separately for each Series and shall be
determined on such days and at such times as the Trustees may
determine. Such determination shall be made with respect to securities
for which market quotations are readily available, at the market value
of such securities; and with respect to other securities and assets,
at the fair value as determined in good faith by the Trustees;
provided, however, that the Trustees, without Shareholder approval,
may alter the method of valuing portfolio securities insofar as
permitted under the 1940 Act and the rules, regulations and
interpretations thereof promulgated or issued by the Commission or
insofar as permitted by any Order of the Commission applicable to the
Series. The Trustees may delegate any of their powers and duties under
this Section 9.03 with respect to valuation of assets and liabilities.
The resulting amount, which shall represent the total Net Asset Value
of the particular Series, shall be divided by the total number of
shares of that Series outstanding at the time and the quotient so
obtained shall be the Net Asset Value per Share of that Series. At any
time, the Trustees may cause the Net Asset Value per Share last
determined to be determined again in similar manner and may fix the
time when such redetermined value shall become effective. If, for any
reason, the net income of any Series, determined at any time, is a
negative amount, the Trustees shall have the power with respect to
that Series (i) to offset each Shareholder's pro rata share of such
negative amount from the accrued dividend account of such Shareholder,
or (ii) to reduce the number of Outstanding Shares of such Series by
reducing the number of Shares in the account of each Shareholder by a
pro rata portion of that number of full and fractional Shares which
represents the amount of such excess negative net income, or (iii) to
cause to be recorded on the books of such Series an asset account in
the amount of such negative net income (provided that the same shall
thereupon become the property of such Series with respect to such
Series and shall not be paid to any Shareholder), which account may be
reduced by the amount, of dividends declared thereafter upon the
Outstanding Shares of such Series on the day such negative net income
is experienced, until such asset account is reduced to zero; (iv) to
combine the methods described in clauses (i) and (ii) and (iii) of
this sentence; or (v) to take any other action they deem appropriate,
in order to cause (or in order to assist in causing) the Net Asset
Value per Share of such Series to remain at a constant amount per
Outstanding Share immediately after each such determination and
declaration. The Trustees shall also have the power not to declare a
dividend out of net income for the purpose of causing the Net Asset
Value per Share to be increased. The Trustees shall not be required to
adopt, but may at any time adopt, discontinue or amend the practice of
maintaining the Net Asset Value per Share of the Series at a constant
amount.

SUSPENSION OF THE RIGHT OF REDEMPTION

Section 9.04. The Trustees may declare a suspension of the right of
redemption or postpone the date of payment as permitted under the 1940
Act. Such suspension shall take effect at such time as the Trustees
shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there
shall be no right of redemption or payment until the Trustees shall
declare the suspension at an end. In the case of a suspension of the
right of redemption, a Shareholder may either withdraw his request for
redemption or receive payment based on the Net Asset Value per Share
next determined after the termination of the suspension. In the event
that any Series is divided into classes, the provisions of this
Section 9.03, to the extent applicable as determined in the discretion
of the Trustees and consistent with applicable law, may be equally
applied to each such class.

REDEMPTION OF SHARES

Section 9.05. The Trustees may require Shareholders to redeem Shares
for any reason under terms set by the Trustees, including, but not
limited to, (i) the determination of the Trustees that direct or
indirect ownership of Shares of any Series has or may become
concentrated in such Shareholder to an extent that would disqualify
any Series as a regulated investment company under the Internal
Revenue Code of 1986, as amended (or any successor statute thereto),
(ii) the failure of a Shareholder to supply a tax identification
number if required to do so, or (iii) the failure of a Shareholder to
pay when due for the purchase of Shares issued to him. The redemption
shall be effected at the redemption price and in the manner provided
in this Article IX.

The holders of Shares shall upon demand disclose to the Trustees in
writing such information with respect to direct and indirect ownership
of Shares as the Trustees deem necessary to comply with the provisions
of the Internal Revenue Code, or to comply with the requirements of
any other taxing authority.

ARTICLE X
LIMITATION OF LIABILITY AND INDEMNIFICATION

LIMITATION OF LIABILITY

Section 10.01. Neither a Trustee nor an officer of the Trust when
acting in such capacity, shall be personally liable to any person
other than the Trust or a beneficial owner for any act, omission or
obligation of the Trust, any Trustee or any officer of the Trust.
Neither a Trustee nor an officer of the Trust shall be liable for any
act or omission or any conduct whatsoever in his capacity as Trustee
or officer of the Trust, provided that nothing contained herein or in
the Delaware Act shall protect any Trustee or any officer of the Trust
against any liability to the Trust or to Shareholders to which he
would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved
in the conduct of the office of Trustee or Officer hereunder.

INDEMNIFICATION

Section 10.02.

(a) Subject to the exceptions and limitations contained in Section
(b) below:

(i) every Person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered
Person:

(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,

(A) by the court or other body approving the settlement;

(B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full
trial-type inquiry); or

(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry);

provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by
independent counsel.

(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be a Covered Person and shall inure to the benefit
of the heirs, executors and administrators of such a person. Nothing
contained herein shall affect any rights to indemnification to which
Trust personnel, other than Covered Persons, and other persons may be
entitled by contract or otherwise under law.

(d) Expenses in connection with the preparation and presentation of
a defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 10.02 may be paid by the
Trust or Series from time to time prior to final disposition thereof
upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the Trust or Series if it
is ultimately determined that he is not entitled to indemnification
under this Section 10.02; provided, however, that either (a) such
Covered Person shall have provided appropriate security for such
undertaking, (b) the Trust is insured against losses arising out of
any such advance payments or (c) either a majority of the Trustees who
are neither Interested Persons of the Trust nor parties to the matter,
or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed
to a trial-type inquiry or full investigation), that there is reason
to believe that such Covered Person will be found entitled to
indemnification under this Section 10.02.

SHAREHOLDERS

Section 10.03. In case any Shareholder or former Shareholder of any
Series shall be held to be personally liable solely by reason of his
being or having been a Shareholder of such Series and not because of
his acts or omissions or for some other reason, the Shareholder or
former Shareholder (or his heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled
out of the assets belonging to the applicable Series to be held
harmless from and indemnified against all loss and expense arising
from such liability. The Trust, on behalf of the affected Series,
shall, upon request by the Shareholder, assume the defense of any
claim made against the Shareholder for any act or obligation of the
Series and satisfy any judgment thereon from the assets of the Series.

ARTICLE XI
MISCELLANEOUS

TRUST NOT A PARTNERSHIP

Section 11.01. It is the intention of the Trustees to create a
business trust pursuant to the Delaware Act. It is not the intention
of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the Delaware Act.
No Trustee hereunder shall have any power to bind personally either
the Trust's officers or any Shareholder. All persons extending credit
to, contracting with or having any claim against the Trust or the
Trustees shall look only to the assets of the appropriate Series or
(if the Trustees shall have yet to have established Series) of the
Trust for payment under such credit, contract or claim; and neither
the Shareholders nor the Trustees, nor any of their agents, whether
past, present or future, shall be personally liable therefor. Nothing
in this Trust Instrument shall protect a Trustee against any liability
to which the Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.

TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

Section 11.02. The exercise by the Trustees or the officers of the
Trust of their powers and discretions hereunder in good faith and with
reasonable care under the circumstances then prevailing shall be
binding upon everyone interested. Subject to the provisions of Article
X hereof and to Section 11.01 of this Article XI, the Trustees or the
officers of the Trust shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees and the officers of the Trust
may take advice of counsel or other experts with respect to the
meaning and operation of this Trust Instrument, and subject to the
provisions of Article X hereof and Section 11.01 of this Article XI,
shall be under no liability for any act or omission in accordance with
such advice or for failing to follow such advice. The Trustees and the
officers of the Trust shall not be required to give any bond as such,
nor any surety if a bond is obtained.

ESTABLISHMENT OF RECORD DATES

Section 11.03. The Trustees may close the Share transfer books of the
Trust for a period not exceeding sixty (60) days preceding the date of
any meeting of Shareholders, or the date for the payment of any
dividends or other distributions, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
Shares shall go into effect; or in lieu of closing the stock transfer
books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of
Shareholders, or the date for payment of any dividend or other
distribution, or the date for the allotment of rights, or the date
when any change or conversion or exchange of Shares shall go into
effect, as a record date for the determination of the Shareholders
entitled to notice of, and to vote at, any such meeting, or entitled
to receive payment of any such dividend or other distribution, or to
any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of Shares, and in such case
such Shareholders and only such Shareholders as shall be Shareholders
of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such dividend
or other distribution, or to receive such allotment or rights, or to
exercise such rights, as the case may be, notwithstanding any transfer
of any Shares on the books of the Trust after any such record date
fixed as aforesaid.

DURATION OF THE TRUST

Section 11.04. This Trust shall continue without limitation of time
but subject to the provisions of this Article XI.

TERMINATION OF THE TRUST, A SERIES OR A CLASS

Section 11.05.

(a) Subject to applicable Federal and state law, the Trust or any
Series or class thereof may be terminated (i) by Majority Shareholder
Vote of the Trust, each Series affected, or each class affected, as
the case may be; or (ii) without the vote or consent of Shareholders
by a majority of the Trustees either at a meeting or by written
consent. The Trustees shall provide written notice to the affected
Shareholders of a termination effected under clause (ii) above. Upon
the termination of the Trust or the Series or class, (i) the Trust or
the Series or class shall carry on no business except for the purpose
of winding up its affairs; (ii) the Trustees shall proceed to wind up
the affairs of the Trust or the Series or class, and all of the powers
of the Trustees under this Trust Instrument shall continue until the
affairs of the Trust shall have been wound up, including the power to
fulfill or discharge the contracts of the Trust or the Series or class
thereof; collect its assets; sell, convey, assign, exchange, transfer,
or otherwise dispose of all or any part of the remaining Trust
property or Trust property allocated or belonging to such Series or
class to one or more persons at public or private sale for
consideration that may consist in whole or in part of cash,
securities, or other property of any kind; discharge or pay its
liabilities; and do all other acts appropriate to liquidate its
business; provided that any sale, conveyance, assignment, exchange,
transfer, or other disposition of all or substantially all the Trust
property or Trust property allocated or belonging to such Series or
class (other than as provided in (iii) below) shall require
Shareholder approval in accordance with Section 11.06 below; and (iii)
after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities, and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust property or the remaining
property of the terminated Series or class, in cash or in kind or
partly each, among the Shareholders of the Trust or the Series or
class according to their respective rights; and

(b) Upon completion of the distribution of the remaining proceeds or
the remaining assets as provided in sub-section (a), the Trust or any
affected Series or class thereof shall terminate and the Trustees and
the Trust shall be discharged of any and all further liabilities and
duties hereunder and the right, title and interest of all parties with
respect to the Trust, Series or class shall be cancelled and
discharged. Upon termination of the Trust, following completion of
winding up of its business, the Trustees shall cause a certificate of
cancellation of the Trust's certificate of trust to be filed in
accordance with the Delaware Act, which certificate of cancellation
may be signed by any one Trustee.

MERGER; CONSOLIDATION; AND SALE OF ASSETS

Section 11.06. Subject to applicable Federal and state law and except
as otherwise provided in Section 11.07 and 11.08 below, the Trust or
any Series or class thereof may merge or consolidate with any other
corporation, association, trust, or other organization or may sell,
lease, or exchange all or a portion of the Trust property or Trust
property allocated or belonging to such Series or class, including its
good will, upon such terms and conditions and for such consideration
when and as authorized at any meeting of Shareholders called for such
purpose by a Majority Shareholder Vote of the Trust or affected Series
or class, as the case may be. Such transactions may be effected
through share-for-share exchanges, transfers or sale of assets,
shareholder in-kind redemptions and purchases, exchange offers, or any
other method approved by the Trustees. Any agreement of merger or
consolidation or certificate of merger may be signed by a majority of
Trustees and facsimile signatures conveyed by electronic or
telecommunication means shall be valid. Pursuant to and in accordance
with the provisions of Section 3815(f) of the Delaware Act, and
notwithstanding anything to the contrary contained in this Trust
Instrument, an agreement of merger or consolidation approved by the
Trustees in accordance with this Section 11.06 may effect any
amendment to the Trust Instrument or effect the adoption of a new
Trust Instrument of the Trust if it is the surviving or resulting
trust in the merger or consolidation.

INCORPORATION; REORGANIZATION

Section 11.07. Subject to applicable Federal and state law, the
Trustees may without the vote or consent of Shareholders cause to be
organized or assist in organizing a corporation or corporations under
the laws of any jurisdiction or any other trust, partnership, limited
liability company, association, or other organization to take over all
or a portion of the Trust property or all or a portion of the Trust
property allocated or belonging to such Series or class or to carry on
any business in which the Trust shall directly or indirectly have any
interest, and to sell, convey and transfer the Trust property or the
Trust property allocated or belonging to such Series or class to any
such corporation, trust, limited liability company, partnership,
association, or organization in exchange for the shares or securities
thereof or otherwise, and to lend money to, subscribe for the shares
or securities of, and enter into any contracts with any such
corporation, trust, partnership, limited liability company,
association, or organization, or any corporation, partnership, limited
liability company, trust, association, or organization in which the
Trust or such Series holds or is about to acquire shares or any other
interest. Subject to applicable Federal and state law, the Trustees
may also cause a merger or consolidation between the Trust or any
successor thereto or any Series or class thereof and any such
corporation, trust, partnership, limited liability company,
association, or other organization. Nothing contained herein shall be
construed as requiring approval of Shareholders for the Trustees to
organize or assist in organizing one or more corporations, trusts,
partnerships, limited liability companies, associations, or other
organizations and selling, conveying, or transferring the Trust
property or a portion of the Trust property to such organization or
entities; provided, however, that the Trustees shall provide written
notice to the affected Shareholders of any transaction whereby,
pursuant to this Section 11.07, the Trust or any Series or class
thereof sells, conveys, or transfers all or a portion of its assets to
another entity or merges or consolidates with another entity. Such
transactions may be effected through share-for-share exchanges,
transfers or sale of assets, shareholder in-kind redemptions and
purchases, exchange offers, or any other method approved by the
Trustees. Pursuant to and in accordance with the provisions of Section
3815(f) of the Delaware Act, and notwithstanding anything to the
contrary contained in this Trust Instrument, an agreement of merger or
consolidation approved by the Trustees in accordance with this Section
11.07 may effect any amendment to the Trust Instrument or effect the
adoption of a new Trust Instrument of the Trust if it is the surviving
or resulting trust in the merger or consolidation.

TRANSFERS OF ASSETS

Section 11.08. Subject to applicable Federal and state law, the
Trustees may without the vote or consent of Shareholders merge the
assets of any Series of the Trust into another Series of the Trust
(hereinafter a "Transfer of Assets); provided, (1) at the time of its
establishment pursuant to Section 2.06, or subsequent thereto and
prior to the issuance of Shares, such Series is designated by the
Trustees as exempt from the requirement of a Majority Shareholder Vote
as a condition precedent to a Transfer of Assets, (2) at the time of
the commencement of the public offering of such Shares, the
registration statement for such Shares discloses that a Transfer of
Assets may take place without a Majority Shareholder Vote of the
Series or Trust, or (3) the Series is one of the following Series of
the Trust: Fidelity Freedom 2030 Fund, Fidelity Freedom 2020 Fund,
Fidelity Freedom 2010 Fund, or Fidelity Freedom 2000 Fund.

FILING OF COPIES, REFERENCES, HEADINGS

Section 11.09. The original or a copy of this Trust Instrument and of
each amendment hereof or Trust Instrument supplemental hereto shall be
kept at the office of the Trust where it may be inspected by any
Shareholder. A supplemental trust instrument executed by any one
Trustee may be relied upon as a Supplement hereof. Anyone dealing with
the Trust may rely on a certificate by an officer or Trustee of the
Trust as to whether or not any such amendments or supplements have
been made and as to any matters in connection with the Trust
hereunder, and with the same effect as if it were the original, may
rely on a copy certified by an officer or Trustee of the Trust to be a
copy of this Trust Instrument or of any such amendment or supplemental
Trust Instrument. In this Trust Instrument or in any such amendment or
supplemental Trust Instrument, references to this Trust Instrument,
and all expressions like "herein," "hereof" and "hereunder," shall be
deemed to refer to this Trust Instrument as amended or affected by any
such supplemental Trust Instrument. All expressions like "his", "he"
and "him", shall be deemed to include the feminine and neuter, as well
as masculine, genders. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this Trust
Instrument, rather than the headings, shall control. This Trust
Instrument may be executed in any number of counterparts each of which
shall be deemed an original.

APPLICABLE LAW

Section 11.10. The trust set forth in this instrument is made in the
State of Delaware, and the Trust and this Trust Instrument, and the
rights and obligations of the Trustees and Shareholders hereunder, are
to be governed by and construed and administered according to the
Delaware Act and the laws of said State; provided, however, that there
shall not be applicable to the Trust, the Trustees or this Trust
Instrument (a) the provisions of Section 3540 of Title 12 of the
Delaware Code or (b) any provisions of the laws (statutory or common)
of the State of Delaware (other than the Delaware Act) pertaining to
trusts which relate to or regulate (i) the filing with any court or
governmental body or agency of trustee accounts or schedules of
trustee fees and charges, (ii) affirmative requirements to post bonds
for trustees, officers, agents or employees of a trust, (iii) the
necessity for obtaining court or other governmental approval
concerning the acquisition, holding or disposition of real or personal
property, (iv) fees or other sums payable to trustees, officers,
agents or employees of a trust, (v) the allocation of receipts and
expenditures to income or principal, (vi) restrictions or limitations
on the permissible nature, amount or concentration of trust
investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of
fiduciary or other standards or responsibilities or limitations on the
acts or powers of trustees, which are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees
set forth or referenced in this Trust Instrument. The Trust shall be
of the type commonly called a "business trust", and without limiting
the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust under Delaware law. The Trust
specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by
trusts under the Delaware Act, and the absence of a specific reference
herein to any such power, privilege or action shall not imply that the
Trust may not exercise such power or privilege or take such actions.

AMENDMENTS

Section 11.11. Except as specifically provided herein, the Trustees
may, without shareholder vote, amend or otherwise supplement this
Trust Instrument by making an amendment, a Trust Instrument
supplemental hereto or an amended and restated Trust Instrument.
Shareholders shall have the right to vote (i) on any amendment which
would affect their right to vote granted in Section 7.01 of Article
VII hereof, (ii) on any amendment to this Section 11.11, (iii) on any
amendment as may be required by law or by the Trust's registration
statement filed with the Commission and (iv) on any amendment
submitted to them by the Trustees. Any amendment required or permitted
to be submitted to Shareholders which, as the Trustees determine,
shall affect the Shareholders of one or more Series shall be
authorized by vote of the Shareholders of each Series affected and no
vote of shareholders of a Series not affected shall be required.
Notwithstanding anything else herein, any amendment to Article 10
hereof shall not limit the rights to indemnification or insurance
provided therein with respect to action or omission of Covered Persons
prior to such amendment.

FISCAL YEAR

Section 11.12. The fiscal year of the Trust shall end on a specified
date as set forth in the Bylaws, provided, however, that the Trustees
may, without Shareholder approval, change the fiscal year of the
Trust.

USE OF THE WORD "FIDELITY"

Section 11.13. Fidelity Management & Research Company ("FMR") has
consented to, and granted a non-exclusive license for, the use by any
Series or by the Trust of the identifying word "Fidelity" or "Spartan"
in the name of any Series or of the Trust. Such consent is subject to
revocation by FMR in its discretion, if FMR or subsidiary or affiliate
thereof is not employed as the investment adviser of each Series of
the Trust. As between the Trust and FMR, FMR controls the use of the
name of the Trust insofar as such name contains the identifying word
"Fidelity" or "Spartan." FMR may, from time to time, use the
identifying word "Fidelity" or "Spartan" in other connections and for
other purposes, including, without limitation, in the names of other
investment companies, corporations or businesses which it may manage,
advise, sponsor or own or in which it may have a financial interest.
FMR may require the Trust or any Series thereof to cease using the
identifying word "Fidelity" or "Spartan" in the name of the Trust or
any Series thereof if the Trust or any Series thereof ceases to employ
FMR or a subsidiary or affiliate thereof as investment adviser.

PROVISIONS IN CONFLICT WITH LAW

Section 11.14. The provisions of this Trust Instrument are severable,
and if the Trustees shall determine, with the advice of counsel, that
any of such provisions is in conflict with the 1940 Act, the regulated
investment company provisions of the Internal Revenue Code or with
other applicable laws and regulations, the conflicting provision shall
be deemed never to have constituted a part of this Trust Instrument;
provided, however, that such determination shall not affect any of the
remaining provisions of this Trust Instrument or render invalid or
improper any action taken or omitted prior to such determination. If
any provision of this Trust Instrument shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not
in any manner affect such provisions in any other jurisdiction or any
other provision of this Trust Instrument in any jurisdiction.

IN WITNESS WHEREOF, the undersigned, being all of the initial
Trustees of the Trust, have executed this instrument as of April 20,
2000.

/s/Edward C. Johnson 3d /s/Peter S. Lynch

Edward C. Johnson 3d* Peter S. Lynch*

/s/Ralph F. Cox /s/William O. McCoy

Ralph F. Cox William O. McCoy

/s/Phyllis Burke Davis /s/Gerald C. McDonough

Phyllis Burke Davis Gerald C. McDonough

/s/Ned C. Lautenbach /s/Marvin L. Mann

Ned C. Lautenbach Marvin L. Mann

/s/Donald J. Kirk /s/Thomas R. Williams

Donald J. Kirk Thomas R. Williams

/s/Robert C. Pozen /s/Robert M. Gates

Robert C. Pozen* Robert M. Gates

*Interested Trustees

The business addresses of the
members of the Board of
Trustees are:

INTERESTED TRUSTEES (*):
82 Devonshire Street
Boston, MA 02109

NON-INTERESTED TRUSTEES:
82 Devonshire Street
Boston, MA 02109

Mailing Address:
P.O. Box 9235
Boston, MA 02205-9235

Exhibit i(1)

Kirkpatrick & Lockhart llp 1800 Massachusetts Avenue, NW
Second Floor
Washington, DC 20036-1800
202.778.9000
www.kl.com

May 22, 2000

Fidelity Aberdeen Street Trust
82 Devonshire Street
Boston, Massachusetts 02109

Ladies and Gentlemen:

You have requested our opinion, as counsel to Fidelity Aberdeen
Street Trust (the "Trust"), as to certain matters regarding the
issuance of Shares of the Trust. As used in this letter, the term
"Shares" means the shares of beneficial interest of Fidelity Freedom
2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund,
Fidelity Freedom 2030 Fund, and Fidelity Freedom Income Fund, each a
series of the Trust.

As such counsel, we have examined certified or other copies, believed
by us to be genuine, of the Trust's Trust Instrument and by-laws and
such resolutions and minutes of meetings of the Trust's Board of
Trustees as we have deemed relevant to our opinion, as set forth
herein. Our opinion is limited to the laws and facts in existence on
the date hereof, and it is further limited to the laws (other than the
conflict of law rules) in the State of Delaware that in our experience
are normally applicable to the issuance of shares by unincorporated
voluntary associations and to the Securities Act of 1933 ("1933 Act"),
the Investment Company Act of 1940 ("1940 Act") and the regulations of
the Securities and Exchange Commission ("SEC") thereunder.

Based on present laws and facts, we are of the opinion that the
issuance of the Shares has been duly authorized by the Trust and that,
when sold in accordance with the terms contemplated by Post-Effective
Amendment No. 24 to the Trust's Registration Statement on Form N-1A
and each subsequent Post-Effective Amendment ("PEA") to said
registration statement, including receipt by the Trust of full payment
for the Shares and compliance with the 1933 Act and the 1940 Act and
applicable state law regulating the offer and sale of securities, the
Shares will have been validly issued, fully paid and non-assessable.

The Trust is a business trust established pursuant to the Delaware
Business Trust Act ("Delaware Act"). The Delaware Act provides that a
shareholder of the Trust is entitled to the same limitation of
personal liability extended to shareholders of for-profit
corporations. To the extent that the Trust or any of its shareholders
become subject to the jurisdiction of courts in states that do not
have statutory or other authority limiting the liability of business
trust shareholders, such courts might not apply the Delaware Act and
could subject Trust shareholders to liability.

To guard against this risk, the Trust's Trust Instrument provides
that the Trustees shall have no power to bind any shareholder
personally or to call upon any shareholder for the payment of any sum
of money or assessment whatsoever other than such as the shareholder
may at any time personally agree to pay by way of subscription for any
shares or otherwise. The Trust Instrument also requires that every
note, bond, contract or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust or to a series shall
include a recitation limiting the obligation represented thereby to
the Trust or to one or more series and its or their assets (although
the omission of such a recitation shall not operate to bind any
shareholder of the Trust). Furthermore, the Trust Instrument provides
that: (i) in case any shareholder or former shareholder of any series
shall be held to be personally liable solely by reason of his being or
having been a shareholder of such series and not because of his acts
or omissions or for some other reason, the shareholder or former
shareholder shall be entitled out of the assets belonging to the
applicable series to be held harmless from and indemnified against all
loss and expense arising from such liability; and (ii) the Trust, on
behalf of the affected series, shall, upon request by the shareholder,
assume the defense of any claim made against the shareholder for any
act or obligation of the series and satisfy any judgment thereon from
the assets of the series.

We hereby consent to this opinion accompanying or being incorporated
by reference in the PEA when it is filed with the SEC.

Very truly yours,

KIRKPATRICK & LOCKHART LLP
/s/Kirkpatrick & Lockhart LLP

Exhibit j(1)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference into the
Prospectus and Statement of Additional Information in Post-Effective
Amendment No. 24 to the Registration Statement on Form N-1A of
Fidelity Aberdeen Street Trust: Fidelity Freedom Income Fund, Fidelity
Freedom 2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020
Fund, and Fidelity Freedom 2030 Fund of our report dated May 9, 2000
on the financial statements and financial highlights included in the
March 31, 2000 Annual Report to Shareholders of Fidelity Freedom
Income Fund, Fidelity Freedom 2000 Fund, Fidelity Freedom 2010 Fund,
Fidelity Freedom 2020 Fund, and Fidelity Freedom 2030 Fund.

We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectus and "Auditor" in the
Statement of Additional Information.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
May 22, 2000