FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

INVESTMENT COMPANY ACT FILE NUMBER: 811-02614

EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Exchange Fund

82 DEVONSHIRE STREET, BOSTON, MA 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

SCOTT C. GOEBEL, SECRETARY, 82 DEVONSHIRE STREET, BOSTON, MA 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-563-7000

DATE OF FISCAL YEAR END: 12/31

DATE OF REPORTING PERIOD: 07/01/2008 - 06/30/2009

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THERE UNTO DULY AUTHORIZED.

Fidelity Exchange Fund

BY: /s/KENNETH B. ROBINS*
KENNETH B. ROBINS, TREASURER
DATE: 06/01/2009 02:33:36 PM

*BY: /s/ MARK LUNDVALL
MARK LUNDVALL, DIRECTOR, FIDELITY MANAGEMENT & RESEARCH COMPANY, PURSUANT TO A POWER OF ATTORNEY DATED JUNE 1, 2009 AND FILED HEREWITH.

VOTE SUMMARY REPORT
FIDELITY EXCHANGE FUND
07/01/2008 - 06/30/2009

Note: The Security ID will be the CUSIP (Committee on Uniform Securities Identification Procedures) when available. When CUSIP is not available, an alternate identifier, e.g., CINS, will be provided.

3M CO MEETING DATE: MAY 12, 2009
TICKER: MMM     SECURITY ID: 88 579Y101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Linda G. Alvarado	Management	For	Against
1.2	Elect Director George W. Buckley	Management	For	Against
1.3	Elect Director Vance D. Coffman	Management	For	Against
1.4	Elect Director Michael L. Eskew	Management	For	Against
1.5	Elect Director W. James Farrell	Management	For	Against
1.6	Elect Director Herbert L. Henkel	Management	For	Against
1.7	Elect Director Edward M. Liddy	Management	For	Against
1.8	Elect Director Robert S. Morrison	Management	For	Against
1.9	Elect Director Aulana L. Peters	Management	For	Against
1.10	Elect Director Robert J. Ulrich	Management	For	Against
2	Ratify Auditors	Management	For	For
3	Amend Bylaws-- Call Special Meetings	Shareholder	Against	For
4	Stock Retention/Holding Peri od	Shareholder	Against	Against

AGILENT TECHNOLOGIES INC. MEETING DATE: MAR 11, 2009
TICKER: A     SECURITY ID: 00846U101
Proposal No	Proposal	Proposed By	Ma nagement Recommendation	Vote Cast
1.1	Elect Director William P. Sullivan	Management	For	Withhold
1.2	Elect Director Robert J. Herbold	Management	For	Withhold
1.3	Elect Director Koh Boon Hwee	Management	For	Withhold
2	Ratify Auditors	Management	For	For
3	Approve Omnibus Stock Plan	Management	For	Against

AIR PRODUCTS & CHEMICALS, INC. MEETING DATE: JAN 22, 2009
TICKER: APD     SECURITY ID: 009158106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Mario L. Baeza	Management	For	Withhold
1.2	Elect Director Edward E. Hagenlocker	Management	For	Withhold
1.3	Elect Director John E. McGlade	Management	For	Withhold
1.4	Elect Director Charles H. Noski	Management	For	Withhold
2	Ratify Auditors	Management	For	For

ALTRIA GROUP, INC. MEETING DATE: MAY 19, 2009
TICKER: MO     SECURITY ID: 02209S103
Proposal No	Proposal	Propose d By	Management Recommendation	Vote Cast
1	Elect Director Elizabeth E. Bailey	Management	For	For
2	Elect Director Gerald L. Baliles	Management	For	For
3	Elect Director Dinyar S. Devitre	Management	For	For
4	Elect Director Thomas F. Farrell	Management	For	For
5	Elect Director Robert E. R. Huntley	Management	For	For
6	Elect Director Thomas W. Jones	Management	For	For
7	Elect Director George Munoz	Management	For	For
8	Elect Director Nabil Y. Sakkab	Management	For	For
9	Elect Director Michael E. Szymanczyk	Management	For	For
10	Ratify Auditors	Management	For	For
11	Reduce Tobacco Harm to Health	Shareholder	Against	Abstain
12	Report on Marketing Practices on the Poor	Shareholder	Against	Abstain
13	Adopt Principles for Health Care Reform	Shareholder	Against	Abstain
14	Adopt H uman Rights Protocols for Company and Suppliers	Shareholder	Against	Abstain
15	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain
16	Report on Political Contributions	Shareholder	Against	Abstain

< /table>

AMERICAN EXPRESS CO. MEETING DATE: APR 27, 2009
TICKER: AXP     SECURITY ID: 025816109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director D.F. Akerson	Management	For	For
1.2	Elect Director C. Barshefsky	Management	For	For
1.3	Elect Director U.M. Burns	Management	For	For
1.4	Elect Director K.I. Chenault	Management	For	For
1.5	Elect Director P. Chernin	Management	For	For
1.6	Elect Director J. Leschly	Management	For	For
1.7	Elect Director R.C. Levin	Management	For	For
1.8	Elect Director R.A. Mcginn	Management	For	For
1.9	Elect Director E.D. Miller	Management	For	For
1.10	Elect Director S.S Reinemund	Management	For	For
1.11	Elect Director R.D. Walter	Management	For	For
1.12	Elect Director R.A. Williams	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
4	Provide for Cumulative Voting	Shareholder	Against	Against
5	Amend Bylaws-- Call Special Meetings	Shareholder	Against	For

AMERIPRISE FINANCIAL, INC. MEETING DATE: APR 22, 2009
TICKER: AMP     SECURITY ID: 03076C106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Elect Director Warren D. Knowlton	Management	For	For
2	Elect Director Jeffrey Noddle	Management	For	For
3	Elect Director Robert F. Sharpe, Jr.	Management	For	For
4	Ratify Auditors	Management	For	For

BECTON, DICKINSON AND COMPANY MEETING DATE: FEB 3, 2009
TICKER: BDX     SECURITY ID: 075887109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Claire M. Fraser-Liggett	Management	For	For
1.2	Elect Director Edward J. Ludwig	Management	For	For
1.3	Elect Director Willard J. Overlock, Jr.	Management	For	For
1.4	Elect Director Bertram L. Scott	Management	For	For
2	Ratify Auditors	Management	For	For
3	Declassify the Board of Directors	Management	For	For
4	Amend Omnibus Stock Plan	Management	For	For
5	Amend Omnibus Stock Plan	Management	For	For
6	Amend Bylaws -- Call Special Meetings	Shareholder	Against	For
7	Provide for Cumulative Voting	Shareholder	Against	Against

BERKSHIRE HATHAWAY INC. MEETING DATE: MAY 2, 2009
TICKER: BRK.A     SECURITY ID: 084670207
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Warren E. Buffett	Management	For	For
1.2	Elect Director Charles T. Munger	Management	For	For
1.3	Elect Director Howard G. Buffett	Management	For	For
1.4	Elect Director Susan L. Decker	Management	For	For
1.5	Elect Director William H. Gates III	Management	For	For
1.6	Elect Director Da vid S. Gottesman	Management	For	For
1.7	Elect Director Charlotte Guyman	Management	For	For
1.8	Elect Director Donald R. Keough	Management	For	For
1.9	Elect Director Thomas S. Murphy	Management	For	For
1.10	Elect Director Ronald L. Olson	Management	For	For
1.11	Elect Director Walter Scott, Jr.	Management	For	For
2	Prepare Sustainability Report	Shareholder	Against	Abstain

BRISTOL-MYERS SQUIBB CO. MEETING DATE: MAY 5, 2009
TICKER: BMY     SECURITY ID: 110122108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Elect Director L. Andreotti	Management	For	For
2	Elect Director L. B. Campbell	Management	For	For
3	Elect Director J. M. Cornelius	Management	For	For
4	Elect Director L. J. Freeh	Management	For	For
5	Elect Director L. H. Glimcher	Management	For	For
6	Elect Director M. Grobstein	Management	For	For
7	Elect Director L. Johansson	Management	For	For
8	Elect Director A. J. Lacy	Management	For	For
9	Elect Director V. L. Sato	Management	For	For
10	Elect Director T. D. West, Jr.	Management	For	For
11	Elect Director R. S. Williams	Management	For	For
12	Ratify Auditors	Management	For	For
13	Increase Disclosure of Executive Compensation	Shareholder	Against	Against
14	Reduce Supermajority Vote Requirement	Shareholder	Against	For
15	Amend Articles/Bylaws/Charter -- Call Special Meetings	Shareholder	Against	For
16	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain

< th style='font-size:10pt;border:none;' width='55%'> 

CHEVRON CORPORATION MEETING DATE: MAY 27, 2009
TICKER: CVX     SECURITY ID: 166764100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director S. H. Armacost	Management	For	For
1.2	Elect Director L. F. Deily	Management	For	For
1.3	Elect Director R. E. Denham	Management	For	For
1.4	Elect Director R. J. Eaton	Management	For	For
1.5	Elect Director E. Hernandez	Management	For	For
1.6	Elect Director F. G. Jenifer	Management	For	For
1.7	Elect Director S. Nunn	Management	For	For
1.8	Elect Director D. J. O'Reilly	Management	For	For
1.9	Elect Director D. B. Rice	Management	For	For
1.10	Elect Director K. W. Sharer	Management	For	For
1.11	Elect Director C. R. Shoemate	Management	For	For
1.12	Elect Director R. D. Sugar	Management	For	For
1.13	Elect Director C. Ware	Management	For	For
1.14	Elect Director J. S. Watson	Management	For	For
2	Ratify Auditors	Management	For	For
3	Amend Executive Incenti ve Bonus Plan	Management	For	For
4	Amend Omnibus Stock Plan	Management	For	For
5	Amend Articles/Bylaws/Charter -- Call Special Meetings	Shareholder	Against	For
6	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain
7	Adopt Quantitative GHG Goals for Products and Operations	Shareholder	Against	Abstain
8	Adopt Guidelines for Country Selection	Shareholder	Against	Abstain
9	Adopt Human Rights Policy	Shareholder	Against	Abstain
10	Report on Market Specific Environmental Laws	Shareholder	Against	Abstain

< td style='font-size=10pt'>Management

CITIGROUP INC. MEETING DATE: APR 21, 2009
TICKER: C     SECURITY ID: 172967101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director C. Michael Armstrong	Management	For	For
1.2	Elect Director Alain J.P . Belda	Management	For	For
1.3	Elect Director John M. Deutch	Management	For	For
1.4	Elect Director Jerry A. Grundhofer	Management	For	For
1.5	Elect Director Andrew N. Liveris	Management	For	For
1.6	Elect Director Anne Mulcahy	Management	For	For
1.7	Elect Director Michael E. O'Neill	Management	For	For
1.8	Elect Director Vikram Pandit	Management	For	For
1.9	Elect Director Richard D. Parsons	Management	For	For
1.10	Elect Director Lawrence R. Ricciardi	Management	For	For
1.11	Elect Director Judith Rodin	Management	For	For
1.12	Elect Director Robert L. Ryan	Management	For	For
1.13	Elect Director Anthony M. Santomero	Management	For	For
1.14	Elect Director William S. Thompson, Jr.	Management	For	For
2	Ratify Auditors	Management	For	For
3	Approve Omnibus Stock Plan	For	Against
4	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
5	Disclose Prior Government Service	Shareholder	Against	Against
6	Report on Political Contributions	Shareholder	Against	Abstain
7	Report on Predatory Lending Policies	Shareholder	Against	Abstain
8	Require More Director Nominations Than Open Seats	Shareholder	Against	Abstain
9	Prepare Carbon Principles Report	Shareholder	Against	Abstain
10	Stock Retention/Holding Period	Shareholder	Against	Against
11	Disclose Information on Compensation Consultant	Shareholder	Against	Against
12	Amend Articles/Bylaws/Charter -- Call Special Meetings	Shareholder	Against	For
13	Restore or Provide for Cumulative Voting	Shareholder	Against	Against

COACH, INC. MEETING DATE: OCT 30, 2008
TICKER: COH     SECURITY ID: 189754104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Lew Frankfort	Management	For	Withhold
1.2	Elect Director Susan Kropf	Management	For	Withhold
1.3	Elect Director Gary Loveman	Management	For	Withho ld
1.4	Elect Director Ivan Menezes	Management	For	Withhold
1.5	Elect Director Irene Miller	Management	For	Withhold
1.6	Elect Director Keith Monda	Management	For	Withhold
1.7	Elect Director Michael Murphy	Management	For	Withhold
1.8	Elect Director Jide Zeitlin	Management	For	Withhold
2	Amend Executive Incentive Bonus Plan	Management	For	For

COCA-COLA COMPANY, THE MEETING DATE: APR 22, 2009
TICKER: KO     SECURITY ID: 191216100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Herbert A. Allen	Management	For	For
1.2	Elect Director Ronald W. Allen	Management	For	For
1.3	Elect Director Cathleen P. Black	Management	For	For
1.4	Elect Director Barry Diller	Management	For	For
1.5	Elect Director Alexis M. Herman	Management	For	For
1.6	Elect Director Muhtar Kent	Management	For	For
1.7	Elect Director Donald R. Keough	Management	For	For
1.8	Elect Director Maria Elena Lagomsino	Management	For	For
1.9	Elect Director Donald F. McHenry	Management	For	For
1.10	Elect Director Sam Nunn	Management	For	For
1.11	Elect Director James D. Robinson III	Management	For	For
1.12	Elect Director Peter V. Ueberroth	Management	For	For
1.13	Elect Director Jacob Wallenberg	Management	Fo r	For
1.14	Elect Director James B. Williams	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain
4	Require Independent Board Chairman	Shareholder	Against	Against
5	Amend Bylaws to Establish a Board Committee on Human Rights	Shareholder	Against	Against
6	Performance-Based Awards	Shareholder	Against	Against

COLGATE-PALMOLIVE CO. MEETING DATE: MAY 8, 2009
TICKER: CL     SECURITY ID: 194162103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director John T. Cahill	Management	For	For
1.2	Elect Director Jill K. Conway	Management	For	For
1.3	Elect Director Ian Cook	Management	For	For
1.4	Elect Director Ellen M. Hancock	Management	For	For
1.5	Elect Director David W. Johnson	Management	For	For
1.6	Elect Director Richard J. Kogan	Management	For	For
1.7	Elect Director Delano E. Lewis	Management	For	For
1.8	Elect Director J. Pedro Reinhard	Management	F or	For
1.9	Elect Director Stephen I. Sadove	Management	For	For
2	Ratify Auditors	Management	For	For
3	Approve Omnibus Stock Plan	Management	For	Against
4	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain

DIRECTV GROUP, INC, THE MEETING DATE: JUN 2, 2009
TICKER: DTV     SECURITY ID: 25459L106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Chase Carey	Manage ment	For	For
1.2	Elect Director Mark Carleton	Management	For	For
1.3	Elect Director Peter Lund	Management	For	For
1.4	Elect Director Haim Saban	Management	For	For
2	Ratify Auditors	Management	For	For
3	Adopt Principles for Health Care Reform	Shareholder	Against	Abstain
4	Declassify the Board of Directors	Shareholder	Against	For

ELI LILLY AND CO. MEETING DATE: APR 20, 2009
TICKER: LLY     SECURITY ID: 5324571 08
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Martin S. Feldstein	Management	For	For
1.2	Elect Director J. Erik Fyrwald	Management	For	For
1.3	Elect Director Ellen R. Marram	Management	For	For
1.4	Elect Director Douglas R. Oberhelman	Management	For	For
2	Ratify Auditors	Management	For	For
3	Declassify the Board of Directors	Management	For	For
4	Amend Executive Incentive Bonus Plan	Management	For	For
5	Reduce Supermajority Vote Requirement	Shareholder	Against	For
6	Amend Vote Requirements to Amend Articles/Bylaws/Charter	Shareholder	Against	For
7	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain

EXXON MOBIL CORP. MEETING DATE: MAY 27, 2009
TICKER: XOM     SECURITY ID: 30231G102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director M.J. Boskin	Management	For	For
1.2	Elect Director L.R. Faulkner	Management	For	For
1.3	Elect Director K.C. Frazier	Ma nagement	For	For
1.4	Elect Director .W. George	Management	For	For
1.5	Elect Director R.C. King	Management	For	For
1.6	Elect Director M.C. Nelson	Management	For	For
1.7	Elect Director S.J. Palmisano	Management	For	For
1.8	Elect Directo r S.S Reinemund	Management	For	For
1.9	Elect Director R.W. Tillerson	Management	For	For
1.10	Elect Director E.E. Whitacre, Jr.	Management	For	For
2	Ratify Auditors	Management	For	For
3	Provide for Cumulative Voting	Shareholder	Against	Against
4	Amend Articles/Bylaws/Charter -- Call Special Meetings	Shareholder	Against	For
5	Reincorporate in Another State [from New Jersey to North Dakota]	Shareholder	Against	Against
6	Require Independent Board Chairman	Shareholder	Against	Against
7	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain
8	Compare CEO Compensation to Average U.S. per Capita Income	Shareholder	Against	Against
9	Review Anti-discrimination Policy on Corporate Sponsorships and Executive Perks	Shareholder	Against	Abstain
10	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity	Shareholder	Against	For
11	Adopt Quantitative GHG Goals for Products and Operations	Shareholder	Against	Abstain
12	Report on Climate Change Impacts on Emerging Countries	Shareholder	Against	Abstain
13	Adopt Policy to Increase Renewable Energy	Shareholder	Against	Abstain

GENERAL ELECTRIC CO. MEETING DATE: APR 22, 2009
TICKER: GE     SECURITY ID: 369604103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director James I. Cash, Jr.	Management	For	For
1.2	Elect Director William M. Castell	Management	For	For
1.3	Elect Director Ann M. Fudge	Management	For	For
1.4	Elect Director Susan Hockfield	Management	For	For
1.5	Elect Director Jeffrey R. Immelt	Management	For	For
1.6	Elect Director Andrea Jung	Management	For	For
1.7	Elect Director Alan G. (A.G.) Lafley	Management	For	Against
1.8	Elect Director Robert W . Lane	Management	For	For
1.9	Elect Director Ralph S. Larsen	Management	For	For
1.10	Elect Director Rochelle B. Lazarus	Management	For	For
1.11	Elect Director James J. Mulva	Management	For	For
1.12	Elect Director Sam Nunn	Management	For	For
1.13	Elect Director Roger S. Penske	Management	For	For
1.14	Elect Director Robert J. Swieringa	Management	For	For
1.15	Elect Director Douglas A. Warner III	Management	For	For
2	Ratify Auditors	Management	For	For
3	Provide for Cumulative Voting	Shareholder	Against	Against
4	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain
5	Evaluate the Potential Conversion of the Corporation's Business Units into Four or More Public Corporations and Distribute New Shares	Shareholder	Against	Against
6	Adopt Policy to Cease the Payments of Dividends or Equivalent Payments to Senior Executives for Shares Not Owned	Shareholder	Against	Against
7	Submit Severance Agree ment (Change in Control) to shareholder Vote	Shareholder	Against	Against

HEWLETT-PACKARD COMPANY MEETING DATE: MAR 18, 2009
TICKER: HPQ     SECURITY ID: 428236103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Elect Director Lawrence T. Babbio, Jr.	Management	For	For
2	Elect Director Sari M. Baldauf	Management	For	For
3	Elect Director Rajiv L. Gupta	Management	For	For
4	Elect Director John H. Hammergren	Management	For	For
5	Elect Director Mark V. Hurd	Management	For	For
6	Elect Director Joel Z. Hyatt	Management	For	For
7	Elect Director John R. Joyce	Management	For	For
8	Elect Director Robert L. Ryan	Management	For	For
9	Elect Director Lucille S. Salhany	Management	For	For
10	Elect Director G. Kennedy Thompson	Management	For	For
11	Ratify Auditors	Management	For	For

Abstain

INTERNATIONAL BUSINESS MACHINES CORP. MEETING DATE: APR 28, 2009
TICKER: IBM     SECURITY ID: 459200101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director A. J. P. Belda	Management	For	For
1.2	Elect Director C. Black	Management	For	For
1.3	Elect Director W. R. Brody	Management	For	For
1.4	Elect Director K. I. Chenault	Management	For	For
1.5	Elect Director M. L. Eskew	Management	For	For
1.6	Elect Director S. A. Jackson	Management	For	For
1.7	Elect Director T. Nishimuro	Management	For	For
1.8	Elect Director J. W. Owens	Management	For	For
1.9	Elect Director S. J. Palmisano	Management	For	For
1.10	Elect Director J. E. Spero	Management	For	For
1.11	Elect Director S. Taurel	Management	For	For
1.12	Elect Director L. H. Zambrano	Management	For	For
2	R atify Auditors	Management	For	For
3	Approve Executive Incentive Bonus Plan	Management	For	For
4	Provide for Cumulative Voting	Shareholder	Against	Against
5	Review Executive Compensation	Shareholder	Against	Against
6	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against

JOHNSON & JOHNSON MEETING DATE: APR 23, 2009
TICKER: JNJ     SECURITY ID: 478160104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Mary Sue Coleman	Management	For	For
1.2	Elect Director James G. Cullen	Management	For	For
1.3	Elect Director Michael M.E. Johns	Management	For	For
1.4	Elect Director Arnold G. Langbo	Management	For	For
1.5	Elect Director Susan L. Lindquist	Management	For	For
1.6	Elect Director Leo F. Mullin	Management	For	For
1.7	Elect Director Wiliam D. Perez	Management	For	For
1.8	Elect Director Charles Prince	Management	For	For
1.9	Elect Director David Satcher	Management	For	For
1.10	Elect Director William C. Weldon	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain

< td style='font-size:10pt;font-weight:bold;' colSpan='5'>JPMORGAN CHASE & CO.
MEETING DATE: MAY 19, 2009< tr>

TICKER: JPM     SECURITY ID: 46625H100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Crandall C. Bowles	Management	For	For
1.2	Elect Director Stephen B. Burke	Management	For	For
1.3	Elect Director David M. Cote	Management	For	For
1.4	Elect Director James S. Crown	Management	For	For
1.5	Elect Director James Dimon	Management	For	For
1.6	Elect Director Ellen V. Futter	Management	For	For
1.7	Elect Director William H. Gray, III	Management	For	For
1.8	Elect Director Laban P. Jackson, Jr.	Management	For	For
1.9	Elect Director David C. Novak	Management	For	For
1.10	Elect Director Lee R. Raymond	Management	For	For
1.11	Elect Director William C. Weldon	Management	For	For
2	Ratify Auditors	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	For
4	Disclose Prior Government Service	Shareholder	Against	Against
5	Provide for Cumulative Voting	Shareholder	Against	Against
6	Amend Articles/Bylaws/Charter -- Call Special Meetings	Shareholder	Against	For
7	Report on Predatory Lending Policies	Shareholder	Against	Abstain
8	Amend Key Executive Performance Plan	Shareholder	Against	Against
9	Stock Retention/Holding Period	Shareholder	Against	Against
10	Prepare Carbon Principles Report	Shareholder	Against	Abstain

JUNIPER NETWORKS, INC. MEETING DATE: MAY 28, 2009
TICKER: JNPR     SECURITY ID: 48203R104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Scott Kriens	Management	For	Withhold
1.2	Elect Director Stratton Sclavos	Management	For	Withhold
1.3	Elect Director William R. Stensrud	Management	For	Withhold
2	Amend Omnibus Stock Plan	Management	For	For
3	Ratify Auditors	Management	For	For

MCDONALD'S CORP. MEETING DATE: MAY 27, 2009
TICKER: MCD     SECURITY ID: 580135101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Elect Director Robert A. Eckert	Management	For	For
2	Elect Director Enrique Hernandez, Jr.	Management	For	For
3	Elect Director Jeanne P. Jackson	Management	For	For
4	Elect Director Andrew J. McKenna	Management	For	For
5	Ratify Auditors	Management	For	For
6	Amend Omnibus Stock Plan	Management	For	For
7	Approve Executive Incentive Bonus Plan	Management	For	For
8	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain
9	Phase out Sales of Eggs from Battery Cage Hens	Shareholder	Against	Abstain

MERCK & CO., INC. MEETING DATE: APR 28, 2009
TICKER: MRK     SECURITY ID: 589331107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Elect Director Leslie A. Brun	Management	For	For
2	Elect Director Thomas R. Cech	Management	For	For
3	Elect Director Richard T. Clark	Management	For	For
4	Elect Director Thomas H. Glocer	Management	For	For
5	Elect Director Steven F. Goldstone	Management	For	For
6	Elect Director William B. Harrison, Jr.	Management	Fo r	For
7	Elect Director Harry R. Jacobson	Management	For	For
8	Elect Director William N. Kelley	Management	For	For
9	Elect Director Rochelle B. Lazarus	Management	For	For
10	Elect Director Carlos E. Represas	Management	For	For
11	Elect Director Thomas E. Shenk	Management	For	For
12	Elect Director Anne M. Tatlock	Management	For	For
13	Elect Director Samuel O. Thier	Management	For	For
14	Elect Director Wendell P. Weeks	Management	For	For
15	Elect Director Peter C. Wendell	Management	For	For
16< /td>	Ratify Auditors	Management	For	For
17	Fix Number of Directors	Management	For	For
18	Amend Bylaws-- Call Special Meetings	Shareholder	Against	For
19	Require Independent Lead Director	Shareholder	Against	Against
20	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain

MICROSOFT CORP. MEETING DATE: NOV 19, 2008
TICKER: MSFT     SECURITY ID: 594918104
Proposal No	Proposal	Proposed By	Management Recommendation	Vot e Cast
1	Elect Director Steven A. Ballmer	Management	For	For
2	Elect Director James I. Cash, Jr.	Management	For	For
3	Elect Director Dina Dublon	Management	For	For
4	Elect Director William H. Gates, III	Management	For	For
5	Elect Director Raymond V. Gilmartin	Manag ement	For	For
6	Elect Director Reed Hastings	Management	For	For
7	Elect Director David F. Marquardt	Management	For	For
8	Elect Director Charles H. Noski	Management	For	For
9	Elect Director Helmut Panke	Management	For	For
10	Approve Ex ecutive Incentive Bonus Plan	Management	For	For
11	Amend Non-Employee Director Omnibus Stock Plan	Management	For	Against
12	Ratify Auditors	Management	For	For
13	Adopt Policies to Protect Freedom of Access to the Internet	Shareholder	Against	Abstain
14	Amend Bylaws to Establish a Board Committee on Human Rights	Shareholder	Against	Abstain
15	Report on Charitable Contributions	Shareholder	Against	Abstain

MOTOROLA, INC. MEETING DATE: MAY 4, 2009
TICKER: MOT     SECURITY ID: 620076109
P roposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director G. Brown	Management	For	Against
1.2	Elect Director D. Dorman	Management	For	Against
1.3	Elect Director W. Hambrecht	Management	For	Against
1.4	Elect Director S. Jha	Manag ement	For	Against
1.5	Elect Director J. Lewent	Management	For	Against
1.6	Elect Director K. Meister	Management	For	Against
1.7	Elect Director T. Meredith	Management	For	Against
1.8	Elect Director S. Scott III	Management	For	Against
1.9	Elect Director R. Sommer	Management	For	Against
1.10	Elect Director J. Stengel	Management	For	Against
1.11	Elect Director A. Vinciquerra	Management	For	Against
1.12	Elect Director D. Warner III	Management	For	Against
1.13	Elect Director J. White	Management	For	Against
2	Adjust Par Value of Common Stock	Management	For	For
3	Approve Repricing of Options	Management	For	For
4	Amend Qualified Employee Stock Purchase Plan	Management	For	Against
5	Advisory Vote to Ratify Named Executive Officers' Compensation	Management	For	Against
6	Ratify Auditors	Management	For	For
7	Provide for Cumulative Voting	Shareholder	Against	Against
8	Amend Bylaws-- Call Special Meetings	Shareholder	Against	For
9	Amend Human Rights Policies	Shareholder	Against	Abstain

PFIZER INC. MEETING DATE: APR 23, 2009
TICKER: PFE     SECURITY ID: 717081103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Dennis A. Ausiello	Management	For	For
1.2	Elect Director Micha el S. Brown	Management	For	For
1.3	Elect Director M. Anthony Burns	Management	For	For
1.4	Elect Director Robert N. Burt	Management	For	For
1.5	Elect Director W. Don Cornwell	Management	For	For
1.6	Elect Director William H. Gray, III	Management	For	For
1.7	Elect Director Constance J. Horner	Management	For	For
1.8	Elect Director James M. Kilts	Management	For	For
1.9	Elect Director Jeffrey B. Kindler	Management	For	For
1.10	Elect Director George A. Lorch	Management	For	For
1.11	Elect Director Dana G. Mead	Management	For	For
1.12	Elect Director Suzanne Nora Johnson	Management	For	For
1.13	Elect Director Stephen W. Sanger	Management	For	For
1.14	Elect Director William C. Steere, Jr.	Management	For	For
2	Ratify Auditors	Management	For	For
3	Amend Omnibus Stock Plan	Management	For	For
4	Limit/Prohibit Executive Stock-Based Awards	Shareholder	Against	Against
5	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain
6	Provide for Cumulative Voting	Shareholder	Against	Against
7	Amend Bylaws -- Call Special Meetings	Shareholder	Against	For

PHILIP MORRIS INTERNATIONAL INC. MEETING DATE: MAY 5, 2009
TICKER: PM     SECURITY ID: 718172109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Harold Brown	Management	For	For
1.2	Elect Director Mathis Cabiallavetta	Management	For	For
1.3	Elect Director Louis C. Camilleri	Management	For	For
1.4	Elect Director J. Dudley Fishburn	Management	For	For
1.5	Elect Director Graham Mackay	Management	For	For
1.6	Elect Director Sergio Marchionne	Management	For	For
1.7	Elect Director Lucio A. Noto	Management	For	For
1.8	Elect Director Carlos Slim Helu	Management	For	For
1.9	Elect Director Stephen M. Wolf	Management	For	For
2	Ratify Audi tors	Management	For	For
3	Amend Omnibus Stock Plan	Management	For	For

< tr>

PROCTER & GAMBLE COMPANY, THE MEETING DATE: OCT 14, 2008
TICKER: PG     SECURITY ID: 742718109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Kenneth I. Chenault	Management	For	For
1.2	Elect Director Scott D. Cook	Management	For	For
1.3	Elect Director Rajat K. Gupta	Management	For	For
1.4	Elect Di rector A.G. Lafley	Management	For	For
1.5	Elect Director Charles R. Lee	Management	For	For
1.6	Elect Director Lynn M. Martin	Management	For	For
1.7	Elect Director W. James McNerney, Jr.	Management	For	For
1.8	Elect Director Johnathan A. Rodgers	Management	For	For
1.9	Elect Director Ralph Snyderman	Management	For	For
1.10	Elect Director Margaret C. Whitman	Management	For	For
1.11	Elect Director Patricia A. Woertz	Management	For	For
1.12	Elect Director Ernesto Zedillo	Management	For	For
2	Ratify Auditors	Management	For	For
3	Adopt Majority Voting for Uncontested Election of Directors	Management	For	For
4	Rotate Annual Meeting Location	Shareholder	Against	Against
5	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain

RAYTHEON CO. MEETING DATE: MAY 28, 2009
TICKER: RTN     SECURITY ID: 755111507
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Elect Director Vernon E. Clark	Management	For	For
2	Elect Director John M. Deutch	Management	For	For
3	Elect Director Frederic M. Poses	Management	For	For
4	Elect Director Michael C. Ruettgers	Management	For	For
5	Elect Director Ronald L. Skates	Management	For	For
6	Elect Director William R. Spivey	Management	For	For
7	Elect Director Linda G. Stuntz	Management	For	For
8	Elect Director William H. Swanson	Management	For	For
9	Ratify Auditors	Management	For	For
10	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain
11	Amend Articles/Bylaws/Charter -- Call Special Meetings	Shareholder	Against	For
12	Provide for Cumulative Voting	Shareholder	Against	Against
13	Adopt Principles for Health Care Reform	Shareholder	Against	Abstain
14	Submit SERP to Shareholder Vote	Shareholder	Against	Against

SCHERING-PLOUGH CORP. MEETING DATE: MAY 18, 2009
TICKER: SGP     SECURITY ID: 806605101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Thomas J. Colligan	Management	For	For
1.2	Elect Director Fred Hassan	Management	For	For
1.3	Elect Director C. Robert Kidder	Management	For	For
1.4	Elect Director Eugene R. McGrath	Management	For	For
1.5	Elect Director Antonio M. Perez	Management	For	For
1.6	Elect Director Patricia F. Russo	Management	For	For< /td>
1.7	Elect Director Jack L. Stahl	Management	For	For
1.8	Elect Director Craig B. Thompson	Management	For	For
1.9	Elect Director Kathryn C. Turner	Management	For	For
1.10	Elect Director Robert F.W. van Oordt	Management	For	For
1.11	Elect Director Arthur F. Weinbach	M anagement	For	For
2	Ratify Auditors	Management	For	For
3	Provide for Cumulative Voting	Shareholder	Against	Against
4	Amend Articles/Bylaws/Charter -- Call Special Meetings	Shareholder	Against	For

Management

SCHLUMBERGER LTD. MEETING DATE: APR 8, 2009
TICKER: SLB     SECURITY ID: 806857108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect P. Camus as Director	Management	For	For
1.2	Elect J.S. Gorelick as Director	For	For
1.3	Elect A. Gould as Director	Management	For	For
1.4	Elect T. Issac as Director	Management	For	For
1.5	Elect N. Kudryavtsev as Director	Management	For	For
1.6	Elect A. Lajous as Director	Management	For	For
1.7	Elect M.E. Marks as Director	Management	For	For
1.8	Elect L.R. Reif as Director	Management	For	For
1.9	Elect T.I. Sandvold as Director	Management	For	For
1.10	Elect H. Seydoux as Director	Management	For	For
1.11	Elect L.G. Stuntz as Director	Management	For	For
2	Adopt and Approve Financials and Dividends	Management	For	For
3	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain
4	Approval of Independent Registered Public Accounting Firm	Management	For	For

SPX CORP. MEETING DATE: APR 22, 2009
TICKER: SPW     SECURITY ID: 784635104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Christopher J. Kearny	Management	For	For
1.2	Elect Director Martha B. Wyrsch	Management	For	For
2	Ratify Auditors	Management	For	For

STANLEY WORKS, THE MEETING DATE: APR 23, 2009
TICKER: SWK     SECURITY ID: 854616109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Patrick D. Campbell	Management	For	Withhold
1.2	Elect Director Eileen S. Kraus	Management	For	Withhold
1.3	Elect Director Lawrence A. Zimmerman	Management	For	Withhold
2	Ratify Auditors	Management	For	For
3	Approve Omnibus Stock Plan	Management	For	Against
4	Declassify the Board of Directors	Shareholder	Against	For

UNION PACIFIC CORP. MEETING DATE: MAY 14, 2009
TICKER: UNP     SECURITY ID: 907818108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Andrew H. Card, Jr.	Management	For	For
1.2	Elect Director Erroll B. Davis, Jr.	Management	For	For
1.3	Elect Directo r Thomas J. Donohue	Management	For	For
1.4	Elect Director Archie W. Dunham	Management	For	For
1.5	Elect Director Judith Richards Hope	Management	For	For
1.6	Elect Director Charles C. Krulak	Management	For	For
1.7	Elect Director Michael R. McCarthy	Management	For	For
1.8	Elect Director Michael W. McConnell	Management	For	For
1.9	Elect Director Thomas F. McLarty III	Management	For	For
1.10	Elect Director Steven R. Rogel	Management	For	For
1.11	Elect Director Jose H. Villarreal	Management	For	For
1.12	Elect Director James R. Young	Manag ement	For	For
2	Ratify Auditors	Management	For	For
3	Report on Political Contributions	Shareholder	Against	Abstain

UNITED TECHNOLOGI ES CORP. MEETING DATE: APR 8, 2009
TICKER: UTX     SECURITY ID: 913017109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Louis R. Chenevert	Management	For	Withhold
1.2	Elect Director George David	Management	For	Withhold
1.3	Elect Director John V. Faraci	Management	For	Withhold
1.4	Elect Director Jean-Pierre Garnier	Management	For	Withhold
1.5	Elect Director Jamie S. Gorelick	Management	For	Withhold
1.6	Elect Director Carlos M. Gutierrez	Management	For	For
1.7	Elect Director Edward A. Kangas	Management	For	For
1.8	Elect Director Charles R. Lee	Management	For	Withhold
1.9	Elect Director Richard D. McCormick	Management	For	Withhold
1.10	Elect Director Harold McGraw III	Management	For	Withhold
1.11	Elect Director Richard B. Myers	Management	For	Withhold
1.12	Elect Director H. Patrick Swygert	Managem ent	For	Withhold
1.13	Elect Director Andre Villeneuve	Management	For	Withhold
1.14	Elect Director Christine Todd Whitman	Management	For	Withhold
2	Ratify Auditors	Management	For	For
3	Report on Foreign Military Sales Offsets	Shareholder	Against	Abstain

WALT DISNEY COMPANY, THE MEETING DATE: MAR 10, 2009
TICKER: DIS     SECURITY ID: 254687106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	Elect Director Susan E. A rnold	Management	For	Against
2	Elect Director John E. Bryson	Management	For	Against
3	Elect Director John S. Chen	Management	For	Against
4	Elect Director Judith L. Estrin	Management	For	Against
5	Elect Director Robert A. Iger	Management	For	Against
6	Elect Director Steven P. Jobs	Management	For	Against
7	Elect Director Fred H. Langhammer	Management	For	Against
8	Elect Director Aylwin B. Lewis	Management	For	Against
9	Elect Director Monica C. Lozano	Management	For	Against
10	Elect Director Robert W. Matschullat	Management	For	Against
11	Elect Director John E. Pepper , Jr.	Management	For	Against
12	Elect Director Orin C. Smith	Management	For	Against
13	Ratify Auditors	Management	For	For
14	Amend Omnibus Stock Plan	Management	For	Against
15	Amend Executive Incentive Bonus Plan	Management	For	For
16	Report on Political Contributions	Shareholder	Against	Abstain
17	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives	Shareholder	Against	Against
18	Advisory Vote to Ratify Named Executive Officers' Compensation	Shareholder	Against	Abstain

WASTE MANAGEMENT, INC. MEETING DATE: MAY 8, 2009
TICKER: WMI     SECURITY ID: 94106L109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	Elect Director Pastora San Juan Cafferty	Ma nagement	For	For
1.2	Elect Director Frank M. Clark, Jr.	Management	For	For
1.3	Elect Director Patrick W. Gross	Management	For	For
1.4	Elect Director John C. Pope	Management	For	For
1.5	Elect Director W. Robert Reum	Management	For	For
1.6	Elect Director Steven G. Rothmeier	Management	For	For
1.7	Elect Director David P. Steiner	Management	For	For
1.8	Elect Director Thomas H. Weidemeyer	Management	For	For
2	Ratify Auditors	Management	For	For
3	Amend Qualified Employee Stock Purchase Plan	Management	For	For
4	Approve Omnibus Stock Plan	Management	For	Against
5	Report on Political Contributions	Shareholder	Against	Abstain
6	Reduce Supermajority Vote Requirement	Shareholder	Against	For

POWER OF ATTORNEY

I, the undersigned Treasurer of the following investment companies:

Fidelity Advisor Series I
Fidelity Advisor Series VII
Fidelity Advisor Series VIII
Fidelity Beacon Street Trust
Fidelity Capital Trust
Fidelity Central Investment Portfolios LLC
Fidelity Commonwealth Trust
Fidelity Concord Street Trust
Fidelity Congress Street Fund
Fidelity Contrafund
Fidelity Covington Trust
Fidelity Destiny Portfolios
Fidelity Devonshire Trust
Fidelity Exchange Fund
Fidelity Financial Trust Fidelity Hanover Street Trust
Fidelity Hastings Street Trust
Fidelity Investment Trust
Fidelity Magellan Fund
Fidelity Mt. Vernon Street Trust
Fidelity Puritan Trust
Fidelity Securities Fund
Fidelity Select Portfolios
Fidelity Summer Street Trust
Fidelity Trend Fund
Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
Variable Insurance Products Fund IV

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 Treasurer (collectively, the "Funds"), hereby constitute and appoint Mark Lundvall and Jay Burke my true and lawful attorney-in-fact, each of them singly, with full power of substitution, and with full power to sign for me and in my name in the appropriate capacity, all Reports of the Proxy Voting Records of the Funds on Form N-PX under the Investment Company Act of 1940, as amended (the "Act"), or any successor thereto, and any supplements or other instruments in connection therewith, and generally do all such things in my name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate to cause such Form to be completed and filed in accordance with the Act and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorney-in-fact or his substitute may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after June 1, 2009.

WITNESS my hand on this 1st day of June 2009.

/s/Kenneth B. Robins

Kenneth B. Robins

Treasurer