0001379491-20-001053.txt : 20200709 0001379491-20-001053.hdr.sgml : 20200709 20200326131327 ACCESSION NUMBER: 0001379491-20-001053 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fidelity Commonwealth Trust II CENTRAL INDEX KEY: 0001364923 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY CONTRAFUND CENTRAL INDEX KEY: 0000024238 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY CONTRAFUND INC DATE OF NAME CHANGE: 19850618 FORMER COMPANY: FORMER CONFORMED NAME: CONTRAFUND INC DATE OF NAME CHANGE: 19810203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY TREND FUND CENTRAL INDEX KEY: 0000035402 IRS NUMBER: 046026956 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY TREND FUND INC DATE OF NAME CHANGE: 19850503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY MAGELLAN FUND CENTRAL INDEX KEY: 0000061397 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET STREET 2: MAIL ZONE TS1H CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET STREET 2: MAIL ZONE TS1H CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MAGELLAN FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN FUND INC DATE OF NAME CHANGE: 19810804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY PURITAN TRUST CENTRAL INDEX KEY: 0000081205 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY PURITAN FUND DATE OF NAME CHANGE: 19870414 FORMER COMPANY: FORMER CONFORMED NAME: PURITAN FUND INC DATE OF NAME CHANGE: 19810106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY CAPITAL TRUST CENTRAL INDEX KEY: 0000275309 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY VALUE FUND DATE OF NAME CHANGE: 19870114 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY DISCOVERER FUND DATE OF NAME CHANGE: 19860803 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY ASSET INVESTMENT TRUST DATE OF NAME CHANGE: 19840205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE INSURANCE PRODUCTS FUND IV CENTRAL INDEX KEY: 0000720318 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 603-791-5111 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY ADVISOR SERIES VI DATE OF NAME CHANGE: 19930630 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY OLIVER STREET TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: TAX EXEMPT PORTFOLIOS DATE OF NAME CHANGE: 19911113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY ADVISOR SERIES I CENTRAL INDEX KEY: 0000722574 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY ADVISOR SERIES 1 DATE OF NAME CHANGE: 19930706 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY BROAD STREET TRUST DATE OF NAME CHANGE: 19920820 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY INVESTMENT TRUST CENTRAL INDEX KEY: 0000744822 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY OVERSEAS FUND DATE OF NAME CHANGE: 19861228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE INSURANCE PRODUCTS FUND III CENTRAL INDEX KEY: 0000927384 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: VARIABLE INSURANCE PRODUCTS III DATE OF NAME CHANGE: 19970106 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY ADVISOR ANNUITY FUND DATE OF NAME CHANGE: 19940722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY DESTINY PORTFOLIOS CENTRAL INDEX KEY: 0000035331 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY DESTINY FUND DATE OF NAME CHANGE: 19860828 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY SYSTEMATIC INVESTMENT FUND INC DATE OF NAME CHANGE: 19690806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY DEVONSHIRE TRUST CENTRAL INDEX KEY: 0000035341 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY EQUITY INCOME FUND INC DATE OF NAME CHANGE: 19870304 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST FUND INC DATE OF NAME CHANGE: 19751117 FORMER COMPANY: FORMER CONFORMED NAME: EVEREST INCOME FUND INC DATE OF NAME CHANGE: 19690420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY HASTINGS STREET TRUST CENTRAL INDEX KEY: 0000035348 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY FUND INC DATE OF NAME CHANGE: 19851205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY SUMMER STREET TRUST CENTRAL INDEX KEY: 0000225322 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY HIGH INCOME FUND DATE OF NAME CHANGE: 19890309 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY AGGRESSIVE INCOME FUND DATE OF NAME CHANGE: 19810205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY ADVISOR SERIES VII CENTRAL INDEX KEY: 0000315700 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY SECURITIES TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PLYMOUTH SECURITIES TRUST DATE OF NAME CHANGE: 19911118 FORMER COMPANY: FORMER CONFORMED NAME: READY CASH FUND DATE OF NAME CHANGE: 19880207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY SELECT PORTFOLIOS CENTRAL INDEX KEY: 0000320351 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE INSURANCE PRODUCTS FUND CENTRAL INDEX KEY: 0000356494 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY CASH RESERVES II DATE OF NAME CHANGE: 19850825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY MT VERNON STREET TRUST CENTRAL INDEX KEY: 0000707823 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY GROWTH COMPANY FUND DATE OF NAME CHANGE: 19910110 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MERCURY FUND DATE OF NAME CHANGE: 19861216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY FINANCIAL TRUST CENTRAL INDEX KEY: 0000708191 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY FREEDOM FUND DATE OF NAME CHANGE: 19870129 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY TAX QUALIFIED EQUITY FUND DATE OF NAME CHANGE: 19830104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY ADVISOR SERIES VIII CENTRAL INDEX KEY: 0000729218 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY SPECIAL SITUATIONS FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY SECURITIES FUND CENTRAL INDEX KEY: 0000754510 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY CONCORD STREET TRUST CENTRAL INDEX KEY: 0000819118 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY INSTITUTIONAL TRUST DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VARIABLE INSURANCE PRODUCTS FUND II CENTRAL INDEX KEY: 0000831016 IRS NUMBER: 042708937 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174391220 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY COVINGTON TRUST CENTRAL INDEX KEY: 0000945908 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6175637000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY COMMONWEALTH TRUST CENTRAL INDEX KEY: 0000205323 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY INTERMEDIATE BOND FUND DATE OF NAME CHANGE: 19900412 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY THRIFT TRUST DATE OF NAME CHANGE: 19880308 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY INVESTORS TRUST DATE OF NAME CHANGE: 19790117 CORRESP 1 filename1.htm

COMMENTS RECEIVED ON MARCH 20, 2020

FROM EDWARD BARTZ

FIDELITY ADVISOR SERIES I (File Nos. 002-84776 and 811-03785)

FIDELITY ADVISOR SERIES VII (File Nos. 002-67004 and 811-03010)

FIDELITY ADVISOR SERIES VIII (File Nos. 002-86711 and 811-03855)

FIDELITY CAPITAL TRUST (File Nos. 002-61760 and 811-02841)

FIDELITY COMMONWEALTH TRUST (File Nos. 002-52322 and 811-02546)

FIDELITY COMMONWEALTH TRUST II (File Nos. 333-139428 and 811-21990)

FIDELITY CONCORD STREET TRUST (File Nos. 033-15983 and 811-05251)

FIDELITY CONTRAFUND (File Nos. 002-25235 and 811-01400)

FIDELITY COVINGTON TRUST (File Nos. 033-60973 and 811-07319)

FIDELITY DESTINY PORTFOLIOS (File Nos. 002-34099 and 811-01796)

FIDELITY DEVONSHIRE TRUST (File Nos. 002-24389 and 811-01352)

FIDELITY FINANCIAL TRUST (File Nos. 002-79910 and 811-03587)

FIDELITY HASTINGS STREET TRUST (File Nos. 002-11517 and 811-00215)

FIDELITY INVESTMENT TRUST (File Nos. 002-90649 and 811-04008)

FIDELITY MAGELLAN FUND (File Nos. 002-21461 and 811-01193)

FIDELITY MT. VERNON STREET TRUST (File Nos. 002-79755 and 811-03583)

FIDELITY PURITAN TRUST (File Nos. 002-11884 and 811-00649)

FIDELITY SECURITIES FUND (File Nos. 002-93601 and 811-04118)

FIDELITY SELECT PORTFOLIOS (File Nos. 002-69972 and 811-03114)

FIDELITY SUMMER STREET TRUST (File Nos. 002-58542 and 811-02737)

FIDELITY TREND FUND (File Nos. 002-15063 and 811-00790)

VARIABLE INSURANCE PRODUCTS FUND (File Nos. 002-75010 and 811-03329)

VARIABLE INSURANCE PRODUCTS FUND II (File Nos. 033-20773 and 811-05511)

VARIABLE INSURANCE PRODUCTS FUND III (File Nos. 033-54837 and 811-07205)

VARIABLE INSURANCE PRODUCTS FUND IV (File Nos. 002-84130 and 811-03759)

PRELIMINARY PROXY STATEMENT FILED ON MARCH 13, 2020

SHAREHOLDER MEETING DATE JUNE 9, 2020

C:

The Staff requests we explain supplementally why the shareholders’ approval of the funds’ auditors was not included in the proxy statement.

R:

A proposal asking shareholders to approve the funds’ auditors was not included in the proxy statement because the funds rely on Rule 32a-4. Under Rule 32a-4, the funds are exempt from the requirement of Section 32(a)(2) to submit the selection of the funds’ auditors to shareholders for ratification because the funds’ board of trustees has established an audit committee composed solely of independent trustees and has adopted a charter that sets forth the structure, duties, powers and methods of operation of the audit committee.