PRE 14A

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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Fidelity Advisor Series VII, Fidelity Select Portfolios, Fidelity Covington Trust, Fidelity Commonwealth Trust and Fidelity Commonwealth Trust II

(Name of Registrant as Specified In Its Charter)

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Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be held on December 8, 2017

The Letter to Shareholders, Notice of Meeting, and Proxy Statement are available at www.proxyvote.com/proxy

FIDELITY ADVISOR SERIES VII

FIDELITY SELECT PORTFOLIOS

FIDELITY COVINGTON TRUST

FIDELITY COMMONWEALTH TRUST

FIDELITY COMMONWEALTH TRUST II

245 Summer Street, Boston, Massachusetts 02210

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of the above trusts:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of the above-named trusts (the trusts) will be held at an office of the trusts, 245 Summer Street, Boston, Massachusetts 02210 (at the corner of Summer Street and Dorchester Avenue, next to Boston’s South Station) on December 8, 2017, at 9:00 a.m. Eastern Time (ET). Appendix A contains a list of the funds in the trusts (the funds).

The purpose of the Meeting is to consider and act upon the following proposals and to transact such other business as may properly come before the Meeting or any adjournments thereof.

1. To elect a Board of Trustees.

2. For certain funds, to eliminate a fundamental investment policy.

3. For certain funds, to modify the fund’s fundamental concentration policy.

4. For certain funds, to change the fund from a diversified fund to a non-diversified fund.

5. For each of Fidelity^® Real Estate Investment Portfolio, Fidelity^® Telecom and Utilities Fund, Computers Portfolio, and Health Care Portfolio, a shareholder proposal requesting that the Board of Trustees institute procedures to avoid holding investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity.

The Board of Trustees has fixed the close of business on October 10, 2017, as the record date for the determination of the shareholders of each of the funds entitled to notice of, and to vote at, such Meeting and any adjournments thereof.

By order of the Board of Trustees,

MARC R. BRYANT

Secretary

October 10, 2017

Your vote is important - please vote your shares promptly.

Shareholders are invited to attend the Meeting in person. Admission to the Meeting will be on a first-come, first-served basis and will require picture identification. Shareholders arriving after the start of the Meeting may be denied entry. Cameras, cell phones, recording equipment and other electronic devices will not be permitted. Fidelity reserves the right to inspect any persons or items prior to admission to the Meeting.

Any shareholder who does not expect to attend the Meeting is urged to vote using the touch-tone telephone or internet voting instructions that follow or by indicating voting instructions on the enclosed proxy card, dating and signing it, and returning it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be. If you wish to wait until the Meeting to vote your shares, you will need to request a paper ballot at the Meeting in order to do so.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.

1. Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.

3. All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example:

		REGISTRATION	VALID SIGNATURE
A.	1)	ABC Corp.	John Smith, Treasurer
	2)	ABC Corp. c/o John Smith, Treasurer	John Smith, Treasurer
B.	1)	ABC Corp. Profit Sharing Plan	Ann B. Collins, Trustee
	2)	ABC Trust	Ann B. Collins, Trustee
	3)	Ann B. Collins, Trustee u/t/d 12/28/78	Ann B. Collins, Trustee
C.	1)	Anthony B. Craft, Cust. f/b/o Anthony B. Craft, Jr. UGMA	Anthony B. Craft

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE

OR THROUGH THE INTERNET

1. Read the proxy statement, and have your proxy card or notice handy.

2. Call the toll-free number or visit the web site indicated on your proxy card.

3. Enter the number found in the box on the front of your proxy card.

4. Follow the recorded or on-line instructions to cast your vote.

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF

FIDELITY ADVISOR SERIES VII

FIDELITY SELECT PORTFOLIOS

FIDELITY COVINGTON TRUST

FIDELITY COMMONWEALTH TRUST

FIDELITY COMMONWEALTH TRUST II

TO BE HELD ON DECEMBER 8, 2017

This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of the above-named trusts (the trusts) to be used at the Special Meeting of Shareholders and at any adjournments thereof (the Meeting), to be held on December 8, 2017 at 9:00 a.m. (ET) at 245 Summer Street, Boston, Massachusetts 02210, an office of the trusts. Appendix A contains a list of the funds in each trust (the funds).

The following table summarizes the proposals applicable to each fund:

Proposal #	Proposal Description	Applicable Fund	Page
1.	To elect a Board of Trustees.	All funds. See Appendix A for a list of funds in each trust.	3
2.	To eliminate a fundamental investment policy.	Funds listed in Appendix B.	7
3.	To modify the fund’s fundamental concentration policy.	Funds listed in Appendix C.	9
4.	To change the fund from a diversified fund to a non-diversified fund.	Funds listed in Appendix D.	13
5.	Shareholder proposal requesting that the Board of Trustees institute procedures to avoid holding investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity.	Fidelity® Real Estate Investment Portfolio, Fidelity® Telecom and Utilities Fund, Computers Portfolio, and Health Care Portfolio.	14

The purpose of the Meeting is set forth in the accompanying Notice. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy card on or about October 10, 2017. Supplementary solicitations may be made by mail, telephone, facsimile, electronic means or by personal interview by representatives of the trusts. In addition, D.F. King & Co., Inc. (D.F. King) may be paid on a per-call basis to solicit shareholders by telephone on behalf of the funds in the trusts. The funds may also arrange to have votes recorded by telephone. D.F. King may be paid on a per-call basis for vote-by-phone solicitations on behalf of the funds. The approximate anticipated total cost of these services is detailed in Appendix E.

If the funds record votes by telephone or through the internet, they will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted at the Meeting.

Unless otherwise indicated in Appendix A, (i) the expenses in connection with preparing this Proxy Statement, its enclosures, and all solicitations and (ii) the expenses associated with reimbursing brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares, will be borne by each fund, provided that the expenses do not exceed any existing expense caps. See Appendix F for current expense cap information. Expenses exceeding an expense cap will be paid by the fund’s investment adviser.

For a fund whose management contract with the investment adviser obligates the investment adviser to pay certain fund level expenses, the expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be borne by the investment adviser. The investment adviser will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares.

Appendix A lists each fund’s investment adviser and its principal business address, as well as each fund’s auditor and fiscal year end. Each fund’s sub-adviser(s) and each sub-adviser’s principal business address are included in Appendix G. The principal business address of Fidelity Distributors Corporation, each fund’s principal underwriter and distribution agent, is 100 Salem Street, Smithfield, Rhode Island 02917.

If the enclosed proxy is executed and returned, or an internet or telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by a trust, by the execution of a later-dated proxy, by a trust’s receipt of a subsequent valid internet or telephonic vote, or by attending the Meeting and voting in person.

All proxies solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the Meeting, and are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a properly executed proxy, it will be voted FOR Proposals 1, 2, 3, and 4 and AGAINST Proposal 5. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.)

With respect to fund shares held in Fidelity individual retirement accounts (including Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA Custodian will vote those shares for which it has received instructions from shareholders only in accordance with such instructions. If Fidelity IRA shareholders do not vote their shares, the IRA Custodian will vote their shares for them, in the same proportion as other Fidelity IRA shareholders have voted.

With respect to Proposal 1, one-third of each trust’s outstanding voting securities entitled to vote constitutes a quorum for the transaction of business at the Meeting. With respect to Proposals 2, 3, 4, and 5, one-third of the impacted fund’s outstanding voting securities entitled to vote constitutes a quorum for the transaction of business at the Meeting. If a quorum is not present at a Meeting, or if a quorum is present at a Meeting but sufficient votes to approve one or more of the proposed items are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares present at the Meeting or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote with respect to each item, unless directed to vote AGAINST an item, in which case such shares will be voted AGAINST the proposed adjournment with respect to that item. However, if sufficient votes to achieve quorum on Proposal 5 have not been received, the persons named as proxy agents may vote in favor of a proposed adjournment with respect to that item. A shareholder vote may be taken on one or more of the items in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.

Shares of each fund and class, if applicable, issued and outstanding as of July 31, 2017 are indicated in Appendix H.

Information regarding record and/or beneficial ownership of each fund and class, as applicable, is included in Appendix I.

Certain shares are registered to Fidelity Management & Research Company (FMR) or an FMR affiliate. To the extent that FMR and/or another entity or entities of which FMR LLC is the ultimate parent has discretion to vote, these shares will be voted at the Meeting FOR Proposals 1, 2, 3, and 4 and AGAINST Proposal 5. Otherwise, these shares will be voted in accordance with the plan or agreement governing the shares. Although the terms of the plans and agreements vary, generally the shares must be voted either (i) in accordance with instructions received from shareholders or (ii) in accordance with instructions received from shareholders and, for shareholders who do not vote, in the same proportion as certain other shareholders have voted. Certain funds and accounts that are managed by FMR or its affiliates (including funds of funds) invest in other funds and may at times have substantial investments in one or more funds. Although these funds generally intend to vote their shares of underlying funds using echo voting procedures (that is, in the same proportion as the holders of all other shares of the particular underlying fund), they reserve the right, on a case-by-case basis, to vote in another manner, which may include voting all shares as recommended by the Board.

Shareholders of record at the close of business on October 10, 2017 will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote for each dollar of net asset value held on that date, with fractional dollar amounts entitled to a proportional fractional vote.

For a free copy of each fund’s annual and/or semiannual reports, call Fidelity at 1-800-544-8544 (other than for Advisor classes), 1-877-208-0098 (Advisor classes only), or 1-800-FIDELITY (Fidelity ETFs), visit Fidelity’s web sites at www.fidelity.com or institutional.fidelity.com, or write to Fidelity Distributors Corporation at 100 Salem Street, Smithfield, Rhode Island 02917.

VOTE REQUIRED: Approval of Proposal 1 requires the affirmative vote of a plurality of the shares of the applicable trust voted in person or by proxy at the Meeting. Approval of Proposals 2, 3, and 4 requires the affirmative vote of a “majority of the outstanding voting securities” of the appropriate fund. Under the Investment Company Act of 1940 (1940 Act), the vote of a “majority of the outstanding voting securities” means the affirmative

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vote of the lesser of (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities. Approval of Proposal 5 requires the affirmative vote of a majority of the shares of the appropriate fund voted in person or by proxy at the Meeting. With respect to Proposals 2, 3, 4, and 5, votes to ABSTAIN and broker non-votes will have the same effect as votes cast AGAINST the Proposals. With respect to Proposal 1, votes to ABSTAIN and broker non-votes will have no effect.

PROPOSAL 1

TO ELECT A BOARD OF TRUSTEES

The purpose of this proposal is to elect a Board of Trustees that would combine oversight of your fund(s) with Fidelity’s broader equity and high income funds under a single Board of Trustees. You have received this proxy statement because you own one or more Fidelity sector fund(s) and you are being asked to elect a Board of Trustees to oversee your funds.

Fidelity’s mutual fund business and the broader mutual fund marketplace continue to expand and evolve. As a result, the Trustees of Fidelity’s Sector Portfolios, together with the Trustees of Fidelity’s Equity and High Income Funds, have been considering ways to structure oversight in a manner that ensures Fidelity’s mutual fund shareholders will continue to be well served by Trustees in the years ahead. As a result of its considerations, the Trustees of Fidelity’s Sector Portfolios – with the support of Fidelity – have made a decision to combine oversight of their funds with Fidelity’s Equity and High Income Funds under a combined Board. The combined Board will oversee nearly all of Fidelity’s equity, sector and high income funds (279 funds with approximate assets of over $1.1 trillion as of August 1, 2017).

The Board’s decision was based on several factors. First, combining the separate Boards will provide an opportunity for the funds to realize savings. More specifically, the significant increase in assets will allow the existing fees and expenses of the Independent Trustees as well as certain other expenses (e.g., insurance premiums) to be spread over a larger asset base. Also, nominating current Equity and High Income Trustees allows the funds to avoid the time and expense typically associated with identifying independent trustee candidates and provides the funds with a succession plan that includes Trustees with significant experience overseeing a broad range of Fidelity funds. Consolidating oversight of Fidelity’s diverse equity and high income products under a combined Board will also allow for the realization of greater efficiencies in the implementation, operation and oversight of Fidelity’s diverse and expanding equity and high income product line.

Additionally, incorporating members of Fidelity’s Equity and High Income Board will add to the Board’s breadth and depth of expertise. Currently, the Sector Portfolios Board oversees Fidelity’s sector and equity exchange-traded offerings and certain index funds only. The combined Board will incorporate members with a deep understanding of Fidelity’s numerous other equity disciplines. Combined, the Equity and High Income Trustee nominees have over 83 years’ experience overseeing these disciplines. The Trustees believe that all of Fidelity’s equity, sector and high income funds will benefit from the breadth and depth of knowledge as well as the experience of the Trustees of the combined Board.

Each proposed Trustee for the combined Board currently serves as Trustee on one of the current Boards. The 1940 Act requires that a shareholder meeting be held to elect Trustees. The funds will begin to operate under the combined Board on or about March 1, 2018, or, if later, immediately after the last election is held to elect Trustees in connection with this proposal for Fidelity’s Sector Portfolios. The Trustees fully expect that the environment of strong governance of the funds and protection of the interests of fund shareholders will continue under the combined Board.

Pursuant to the provisions of the Declaration of Trust of each trust, the Trustees have currently fixed the number of Trustees at 11 to accommodate each of the nominees discussed below. It is intended that the enclosed proxy will be voted for the nominees listed below unless such authority has been withheld in the proxy.

Appendix J shows the composition of the Board of Trustees of each trust and the length of service of each Trustee and member of the Advisory Board, if any. The trusts’ Governance and Nominating Committee recommended Mr. Donahue, a current Trustee or member of the Advisory Board of each trust, as applicable.

James C. Curvey, Dennis J. Dirks, Alan J. Lacy, Ned C. Lautenbach, Joseph Mauriello, Charles S. Morrison, Cornelia M. Small, and David M. Thomas are currently Trustees of Fidelity’s Equity and High Income Funds. Another executive officer of FMR LLC recommended Messrs. Curvey and Morrison. The trusts’ Governance and Nominating Committee recommended Messrs. Lacy, Lautenbach, Mauriello, and Thomas and Ms. Small.

As of September 1, 2017, Messrs. Smith and Wiley oversee 90 Fidelity funds, including the funds in this proxy statement. As of August 1, 2017, Mr. Donahue oversees 7 Fidelity funds as Trustee and is a member of the Advisory Board of 83 Fidelity funds, including the funds in this proxy statement. If elected, Messrs. Smith, Wiley, and Donahue will oversee 90 Fidelity funds (until such time as they are elected Trustee of Fidelity’s Equity and High Income Funds). As of September 1, 2017, Messrs. Curvey, Dirks, Lacy, Lautenbach, Mauriello, Morrison, and Thomas and Ms. Small oversee 190 Fidelity funds as Trustee, which do not include the funds in this proxy statement, and if elected will oversee 280 Fidelity funds.

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In the election of Trustees, those nominees receiving the highest number of votes cast at the Meeting, provided a quorum is present, shall be elected.

The nominees you are being asked to elect as Trustees of the funds are as follows:

Interested Nominees*:

Correspondence intended for each Interested Nominee (that is, the nominees that are interested persons (as defined in the 1940 Act)) may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺

James C. Curvey (1935)

Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-present), and Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the board of Artis-Naples, Naples, Florida, and as a Trustee for Brewster Academy, Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Charles S. Morrison (1960)

Mr. Morrison also serves as Trustee of other funds. He serves as President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016-present), a Director of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2014-present), Director of Fidelity SelectCo, LLC (investment adviser firm, 2014-present), President, Asset Management (2014-present), and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity’s Fixed Income and Asset Allocation Funds (2012-2014), President, Fixed Income (2011-2014), Vice President of Fidelity’s Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (investment adviser firm, 2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity’s Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity’s Bond Division.

* Determined to be an “Interested Nominee” by virtue of, among other things, his affiliation with the trusts or various entities under common control with Fidelity SelectCo, LLC (SelectCo) and FMR.

⁺  The information includes each nominee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the nominee’s qualifications to serve as a Trustee, which led to the conclusion that the nominee should serve as a Trustee for each fund.

Independent Nominees:

Correspondence intended for each Independent Nominee (that is, the nominees that are not interested persons (as defined in the 1940 Act)) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺

Dennis J. Dirks (1948)

Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008), as a member of the Independent Directors Council (IDC) Governing Council (2010-2015), and as a member of the Board of Directors for The Brookville Center for Children’s Services, Inc. (2009-2017). Mr. Dirks is a member of the Finance Committee (2016-present) and Board of Directors (2017-present) of the Asolo Repertory Theatre.

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Donald F. Donahue (1950)

Mr. Donahue also serves as a Trustee or Member of the Advisory Board of other Fidelity funds. Mr. Donahue is President and Chief Executive Officer of Miranda Partners, LLC (risk consulting for the financial services industry, 2012-present) and a consultant for the Institute for Defense Analyses (national security, 2012-present). Previously, Mr. Donahue served as Chief Executive Officer (2006-2012), Chief Operating Officer (2003-2006), and Managing Director, Customer Marketing and Development (1999-2003) of The Depository Trust & Clearing Corporation (financial markets infrastructure). Mr. Donahue serves as a Member (2012-present) and Co-Chairman (2016-present) of the Board of Directors of United Way of New York, Member of the Board of Directors of NYC Leadership Academy (2012-present) and Member of the Board of Advisors of Ripple Labs, Inc. (financial services, 2015-present). He also served as Chairman (2010-2012) and Member of the Board of Directors (2012-2013) of Omgeo, LLC (financial services), Treasurer of United Way of New York (2012-2016), and Member of the Board of Directors of XBRL US (financial services non-profit, 2009-2012) and the International Securities Services Association (2009-2012).

Alan J. Lacy (1953)

Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as a Director of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). He is a Trustee of the California Chapter of The Nature Conservancy (2015-present) and a Director of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present). In addition, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity) and also served as Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail) and Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005). Previously, Mr. Lacy served as Chairman (2014-2017) and a member (2010-2017) of the Board of Directors of Dave & Buster’s Entertainment, Inc. (restaurant and entertainment complexes), as Chairman (2008-2011) and a member (2006-2015) of the Board of Trustees of the National Parks Conservation Association, and as a member of the Board of Directors for The Hillman Companies, Inc. (hardware wholesalers, 2010-2014), Earth Fare, Inc. (retail grocery, 2010-2014), and The Western Union Company (global money transfer, 2006-2011).

Ned C. Lautenbach (1944)

Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of Artis-Naples in Naples, Florida (2012-present), a member of the Council on Foreign Relations (1994-present), and currently Vice Chair of the Board of Governors, State University System of Florida (2013-present). Previously, Mr. Lautenbach was a Partner and Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007). Mr. Lautenbach also had a 30-year career with IBM (technology company) during which time he served as Senior Vice President and a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present) and the Independent Directors Council (IDC) Governing Council (2015-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).

Cornelia M. Small (1944)

Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.

Garnett A. Smith (1947)

Mr. Smith also serves as Trustee of other Fidelity funds. Prior to Mr. Smith’s retirement, he served as Chairman and Chief Executive Officer of Inbrand Corp. (manufacturer of personal absorbent products, 1990-1997). He also served as President (1986-1990) of Inbrand Corp. Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank. In addition, Mr. Smith served as a Member of the Advisory Board of certain Fidelity funds (2012-2013) and as a board member of the Jackson Hole Land Trust (2009-2012).

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David M. Thomas (1949)

Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), as a member of the Board of Directors (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication), and as a member of the Board of Trustees of the University of Florida (2013-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Michael E. Wiley (1950)

Chairman of the Independent Trustees (since 2013)

Mr. Wiley also serves as Trustee of other Fidelity funds. Mr. Wiley serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), a Director of Tesoro Logistics LP (natural resources logistics, 2015-present), and a Director of Bill Barrett Corporation (exploration and production, 2005-present). In addition, Mr. Wiley also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Trustee of other Fidelity funds (2008-2013), as a Director of Asia Pacific Exploration Consolidated (international oil and gas exploration and production, 2008-2013), as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-2010), as a Senior Energy Advisor of Katzenbach Partners, LLC (consulting, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment), Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production, 2001-2005).

⁺  The information includes the nominee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the nominee’s qualifications to serve as a Trustee, which led to the conclusion that the nominee should serve as a Trustee for each fund.

[As of July 31, 2017, the Trustees and nominees for election as Trustees and the officers of the trusts and each fund owned, in the aggregate, less than 1% of each fund’s outstanding shares.]

[During the period December 1, 2015 through August 31, 2017, no transactions were entered into by Trustees and nominees as Trustee of the trust involving more than 1% of the voting common, non-voting common and equivalent stock, or preferred stock of FMR LLC.]

If elected, the Trustees will hold office without limit in time, except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. In case a vacancy shall for any reason exist, the remaining Trustees will fill such vacancy by appointing another Trustee, so long as, immediately after such appointment, at least two-thirds of the Trustees have been elected by shareholders. If, at any time, less than a majority of the Trustees holding office has been elected by the shareholders, the Trustees then in office will promptly call a shareholders’ meeting for the purpose of electing a Board of Trustees. Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees. Advisory Board Members hold office without limit in time except that any Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees.

Appendix J shows the composition of the Board of Trustees of each trust and the length of service of each Trustee (see Appendix A for a list of each fund’s fiscal year end and Appendix K for the number of Board meetings held during each fund’s last fiscal year). Following the election, it is expected that each trust’s board will include two Interested Trustees and nine Independent Trustees and will meet at least four times a year at regularly scheduled meetings.

For more information about the current Trustees who are not nominees in this Proxy Statement, please see “Trustees, Advisory Board Members, and Officers of the Funds.” For information about the funds’ current Board structure and risk oversight function, and current standing committees of the funds’ Trustees, refer to the section entitled “Board Structure and Oversight Function and Standing Committees of the Funds’ Trustees.”

The dollar range of equity securities beneficially owned as of July 31, 2017 by each nominee and Trustee in each fund and in all funds in the aggregate within the same fund family overseen or to be overseen by the nominee is included in Appendix L.

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Trustee compensation information for each fund covered by this proxy statement is included in Appendix M.

The Board of Trustees recommends that shareholders vote FOR Proposal 1.

PROPOSAL 2

TO ELIMINATE A FUNDAMENTAL INVESTMENT POLICY

Fidelity Advisor^® Biotechnology Fund, Fidelity Advisor^® Communications Equipment Fund, Fidelity Advisor^® Consumer Discretionary Fund, Fidelity Advisor^® Energy Fund, Fidelity Advisor^® Financial Services Fund, Fidelity Advisor^® Health Care Fund, Fidelity Advisor^® Industrials Fund, Fidelity Advisor^® Semiconductors Fund, Fidelity Advisor^® Technology Fund, Fidelity Advisor^® Utilities Fund, Air Transportation Portfolio, Automotive Portfolio, Banking Portfolio, Biotechnology Portfolio, Brokerage and Investment Management Portfolio, Chemicals Portfolio, Communications Equipment Portfolio, Computers Portfolio, Construction and Housing Portfolio, Consumer Discretionary Portfolio, Consumer Finance Portfolio, Consumer Staples Portfolio, Defense and Aerospace Portfolio, Energy Portfolio, Energy Service Portfolio, Environment and Alternative Energy Portfolio, Financial Services Portfolio, Gold Portfolio, Health Care Portfolio, Health Care Services Portfolio, Industrial Equipment Portfolio, Industrials Portfolio, Insurance Portfolio, IT Services Portfolio, Leisure Portfolio, Materials Portfolio, Medical Equipment and Systems Portfolio, Multimedia Portfolio, Natural Gas Portfolio, Natural Resources Portfolio, Pharmaceuticals Portfolio, Retailing Portfolio, Semiconductors Portfolio, Software and IT Services Portfolio, Technology Portfolio, Telecommunications Portfolio, Transportation Portfolio, Utilities Portfolio, and Wireless Portfolio

The purpose of this proposal is to eliminate the fund’s fundamental investment policy to invest primarily in certain types of investments. With the exception of four funds as discussed below, eliminating the fundamental investment policy will not affect how the funds are managed.

Each fund listed above is designed to offer targeted exposure to the stocks of companies in specific segments of the economy, including sectors, industry groups, industries and sub-industries. Companies within a particular segment of the economy are grouped together based on their type of business. These segments are maintained by independent third-party research firms and are periodically updated to ensure the classification structure continues to represent the global equity markets.

Under Securities and Exchange Commission (SEC) rules, each fund is required to have a policy to invest, under normal circumstances, at least 80% of its assets in the particular type of investments, or in investments in the particular industry or industries, suggested by its name (this type of investment policy is commonly referred to as a “name test policy”). Each fund’s name test policy can only be changed with approval of the fund’s Board and 60 days’ prior notice to shareholders. Separately, each fund has also approved a policy of investing primarily in companies engaged in specified activities that are suggested by its name. Each fund’s “invest primarily” policy is fundamental, which means that it can only be changed after approval by the fund’s shareholders. Each fund’s fundamental “invest primarily” policy is set forth in Appendix N.

Because each fund’s fundamental “invest primarily” policy can only be changed with shareholder approval, it is difficult for the fund to update its investment policies in response to changes to the market segment to which it offers exposure. As a result, each fund is proposing to eliminate its “invest primarily” policy. By eliminating this policy, each fund will be able to react in a timely and cost-effective manner to updates to its particular market segment that may create disconnects between the fund’s investment policies and the industry groups, industries and sub-industries in which it may invest. To the extent that changes to a market segment require a fund to modify its name test policy, shareholders will receive 60 days’ prior notice before any change is implemented. With the exception of Brokerage and Investment Management Portfolio, Medical Equipment and Systems Portfolio, Semiconductors Portfolio, and Fidelity Advisor Semiconductors Fund, there is no present intention to change the way in which any fund is currently managed if the proposal is approved. Elimination of the “invest primarily” policy would bring the funds’ name test policies in line with those of all other Fidelity funds.

For each of Brokerage and Investment Management Portfolio, Medical Equipment and Systems Portfolio, Semiconductors Portfolio, and Fidelity Advisor Semiconductors Fund, the Board has approved certain changes to the fund’s name test policy and certain related changes to the funds, as set forth below, that will take effect only if shareholders approve the proposal to eliminate the fund’s fundamental “invest primarily” policy. Shareholders are not being asked to approve these changes directly, but rather if shareholders approve the elimination of a fund’s fundamental “invest primarily” policy, the investment adviser will implement these changes.

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Fund	Proposed Name Change	Proposed New Name Test and Explanatory Disclosure (New language is in bold and deleted language is [bracketed].)
Brokerage and Investment Management Portfolio	No change	The fund normally invests at least 80% of its assets in securities of companies principally engaged in the exchange of financial instruments, stock brokerage, commodity brokerage, investment banking, tax-advantaged investment or investment sales, investment management, or related investment advisory and financial decision support services. These companies may include, for example, investment management firms; institutions providing custody services; investment banks; brokerage and asset management firms; financial exchanges for securities, commodities, derivatives and other financial instruments; and other financial institutions engaged in capital markets including providers of financial decision support tools, products, and ratings.
Medical Equipment and Systems Portfolio	Medical Technology and Devices Portfolio	The fund normally invests at least 80% of its assets in securities of companies principally engaged in research, development, manufacture, distribution, supply or sale of medical equipment, [and] devices, and related technologies, companies enabling drug discovery, and companies providing information technology services primarily to health care providers. These companies may include, for example, manufacturers of health care equipment and supplies including drug delivery systems and eye care products, firms providing services directly related to the pharmaceutical and biotechnology industries, and companies providing applications, systems and/or data processing software, and IT consulting services and tools to doctors, hospitals and health care businesses.
Semiconductors Portfolio (formerly Electronics Portfolio)	No change	The fund normally invests at least 80% of its assets in securities of companies principally engaged in the design, manufacture, or sale of semiconductors and semiconductor equipment [electronic components (semiconductors, connectors, printed circuit boards and other components)]; equipment vendors to semiconductor and electronic component manufacturers; semiconductor and electronic component distributors; and related instruments and systems vendors [electronic instruments and electronic systems vendors]. These companies may include, for example, manufacturers of [semiconductor and] semiconductor equipment [manufacturers and manufacturers of electronic equipment, instruments or components] and related products, including solar modules and cells and the raw material and equipment used in the solar power industry.
Fidelity Advisor Semiconductors Fund (formerly Fidelity Advisor Electronics Fund)	No change	Same changes as Semiconductors Portfolio

For Brokerage and Investment Management Portfolio and Medical Equipment and Systems Portfolio, the changes will expand the universe of potential investment opportunities while remaining consistent with the fund’s general investment theme. SelectCo believes a broader investment focus for these funds will present more investment opportunities and help

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ensure each fund’s investment focus and strategy remains viable over the long term. These changes will also enable each fund to invest consistently with the market segment to which it offers exposure. Recently, MSCI, the benchmark provider for Brokerage and Investment Management Portfolio, broadened the fund’s performance benchmark along these same parameters. Broadening the fund policies that define its investment universe will allow the fund to stay aligned with its performance benchmark.

For Semiconductors Portfolio and Fidelity Advisor Semiconductors Fund, the modification to each fund’s name test policy to focus on “semiconductors” rather than “electronics” would better communicate each fund’s long term investment focus and positioning in the marketplace, as also reflected in the recent change to each fund’s name. The electronics industry has evolved dramatically over the past few decades and the term “electronics” is a broad term that could apply to many companies in many different industries. In contrast, the term “semiconductors” more fully describes each fund’s investment focus on manufacturers of semiconductors and related products and of semiconductor equipment, including raw materials and equipment used for solar power. The changes will modestly narrow the investment focus of the funds.

In the event shareholders of Brokerage and Investment Management Portfolio, Medical Equipment and Systems Portfolio, Semiconductors Portfolio, or Fidelity Advisor Semiconductors Fund do not approve the elimination of the fundamental “invest primarily” policy, the changes described above will not go into effect for the fund. If shareholders of a fund approve the proposal, the changes described above for that fund will take effect, and future changes to the types of securities in which the fund primarily invests could also be made with approval of the fund’s Board, but without shareholder approval. Shareholders would receive 60 days’ notice of any change that results in a change to the fund’s name test policy.

Conclusion. The Board of Trustees has concluded that the proposal will benefit each fund and its shareholders. The Trustees recommend voting FOR the proposal. With respect to each fund, if the elimination of the fundamental “invest primarily” policy is approved by shareholders, the change (including the additional changes described above for Brokerage and Investment Management Portfolio, Medical Equipment and Systems Portfolio, Semiconductors Portfolio, and Fidelity Advisor Semiconductors Fund) will take effect on January 1, 2018, or on the first day of the month following shareholder approval if the meeting is adjourned. If Proposal 2 is not approved by a fund’s shareholders, the “invest primarily” policy will remain a fundamental policy for that fund. For funds voting on one or more of Proposals 2, 3, and 4, no proposal is contingent on one another, meaning that a proposal will be implemented if approved by a fund’s shareholders, even if that fund’s shareholders have not also approved the other proposal(s).

PROPOSAL 3

TO MODIFY THE FUND’S FUNDAMENTAL CONCENTRATION POLICY

Fidelity Advisor Biotechnology Fund, Fidelity Advisor Semiconductors Fund, Air Transportation Portfolio, Automotive Portfolio, Biotechnology Portfolio, Brokerage and Investment Management Portfolio, Chemicals Portfolio, Computers Portfolio, Defense and Aerospace Portfolio, Energy Portfolio, Energy Service Portfolio, Financial Services Portfolio, Gold Portfolio, Health Care Portfolio, Health Care Services Portfolio, Industrial Equipment Portfolio, Insurance Portfolio, Leisure Portfolio, Medical Equipment and Systems Portfolio, Multimedia Portfolio, Natural Gas Portfolio, Natural Resources Portfolio, Pharmaceuticals Portfolio, Retailing Portfolio, Semiconductors Portfolio, Software and IT Services Portfolio, Technology Portfolio, Telecommunications Portfolio, Transportation Portfolio, Utilities Portfolio, and Wireless Portfolio

The purpose of this proposal is to modify the industry concentration policy for each fund listed above to standardize the concentration policies for the Fidelity sector funds. The 1940 Act requires funds to state a policy regarding concentration of investments in a particular industry, and to make the policy fundamental (changeable only by shareholder vote). The SEC has taken the position that a fund that invests more than 25% of its total assets in a particular industry is concentrating its investments.

Each fund listed above has a fundamental concentration policy that refers generically to the fund’s investment strategy, while the concentration policies for the other Fidelity sector funds cite specific industries. The Board, including the Independent Trustees, has approved, and recommends that shareholders approve, proposed changes to the applicable funds’ concentration policies to standardize the approach with that used by the other Fidelity sector funds.

As described above in Proposal 2, each fund is designed to offer targeted exposure to stocks of companies in specific sector, industry, or sub-industry groups. By modifying the concentration policy as proposed, each fund’s concentration policy will specifically cite the fund’s name while providing flexibility in determining whether an issuer is principally engaged in activities related to the named industry.

The proposed concentration policies would simply describe more explicitly how the funds already invest. There is no present intention to change the way in which any fund is currently managed or otherwise change a fund’s investment

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policies if the proposal is approved by that fund’s shareholders. In this regard, the changes to Brokerage and Investment Management Portfolio, Medical Equipment and Systems Portfolio, Semiconductors Portfolio, and Fidelity Advisor Semiconductors Fund described above under Proposal 2 will take effect if Proposal 2 is approved by the applicable fund’s shareholders, regardless of whether the fund’s shareholders also approve Proposal 3. However, if Proposal 3 is approved by Medical Equipment and Systems Portfolio’s shareholders, the specific language included in the fund’s revised concentration policy is dependent on whether Proposal 2 has been approved by the fund’s shareholders. Specifically, if shareholders of Medical Equipment and Systems Portfolio approve Proposal 3 and not Proposal 2, the revised concentration policy will reflect the fund’s current name, but if shareholders approve both proposals, the revised policy will reflect the fund’s new name.

The proposed changes to each fund’s concentration policy are set forth in the chart below (new language is bold and deleted language is [bracketed]). Each fund’s concentration policy would continue to be subject to the “look through” and other interpretive disclosure included in the fund’s current statement of additional information.

Fidelity Advisor Biotechnology Fund	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] biotechnology industries.
Fidelity Advisor Semiconductors Fund	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] semiconductors industries.
Air Transportation Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] air transportation industries.
Automotive Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] automotive industries.
Biotechnology Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] biotechnology industries.
Brokerage and Investment Management Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] brokerage and investment management industries.
Chemicals Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] chemicals industries.
Computers Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] computers industries.
Defense and Aerospace Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] defense and aerospace industries.
Energy Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] energy industries.

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Energy Service Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] energy service industries.
Financial Services Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] financial services industries.
Gold Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] gold industries.
Health Care Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] health care industries.
Health Care Services Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] health care services industries.
Industrial Equipment Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] industrial equipment industries.
Insurance Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] insurance industries.
Leisure Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] leisure industries.
Medical Equipment and Systems Portfolio	If shareholders approve Proposal 2: The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] medical technology and devices industries. If shareholders do not approve Proposal 2: The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] medical equipment and systems industries.
Multimedia Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] multimedia industries.
Natural Gas Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] natural gas industries.

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Natural Resources Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] natural resources industries.
Pharmaceuticals Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] pharmaceuticals industries.
Retailing Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] retailing industries.
Semiconductors Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] semiconductors industries.
Software and IT Services Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] software and information technology services industries.
Technology Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] technology industries.
Telecommunications Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] telecommunications industries.
Transportation Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] transportation industries.
Utilities Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] utilities industries.
Wireless Portfolio	The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in the securities of issuers principally engaged in the [business activities having the specific characteristics denoted by the fund] wireless industries.

Conclusion. The Board of Trustees has concluded that the proposal will benefit each fund and its shareholders. The Trustees recommend voting FOR the proposal. With respect to each fund, if Proposal 3 is approved by shareholders, the proposed change will take effect on January 1, 2018 or on the first day of the month following shareholder approval if the meeting is adjourned. If the modification to the fundamental concentration policy is not approved by a fund’s shareholders, the existing concentration policy will remain in effect for that fund. For funds voting on one or more of Proposals 2, 3, and 4, no proposal is contingent on one another, meaning that a proposal will be implemented if approved by a fund’s shareholders, even if that fund’s shareholders have not also approved the other proposal(s). However, as described above, if Proposal 3 is approved by Medical Equipment and Systems Portfolio’s shareholders, the specific language included in the fund’s revised concentration policy is dependent on whether shareholders of the fund have also approved Proposal 2.

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PROPOSAL 4

TO CHANGE THE FUND FROM A DIVERSIFIED FUND TO A NON-DIVERSIFIED FUND

Fidelity Advisor Financial Services Fund, Fidelity Advisor Health Care Fund, Banking Portfolio, Financial Services Portfolio, Natural Resources Portfolio, Fidelity MSCI Industrials Index ETF, and Fidelity Nasdaq Composite Index^® Tracking Stock

The purpose of this proposal is to eliminate each fund’s fundamental policy concerning diversification so that the fund would be allowed to return to operating as a “non-diversified” fund. If shareholders approve this proposal, each fund would be able to focus its investments more heavily in securities of fewer issuers. When each fund was initially launched, it was classified as “non-diversified.” Subsequent to launch, each fund automatically re-classified as “diversified” by operation of law.

Generally, diversification reduces risk and non-diversification increases risk. You are being asked to change each fund from diversified to non-diversified, or to make it potentially a riskier fund.

This proposal is intended to empower the investment adviser to decide to allocate risk in relation to expected return with the freedom to invest larger portions of each fund’s portfolio in a single issuer. Though it is an unlikely scenario, in theory the investment adviser could potentially invest up to 25% of the fund’s assets in two issuers.

The main purpose of this flexibility is to allow each fund to take over 5% positions that in the aggregate exceed 25% of fund assets. The investment adviser believes that this increased investment flexibility may provide opportunities to enhance the fund’s performance or, in the case of index funds, allow the fund to track the index more closely if the index becomes more concentrated than the current limit would allow. Of course, if the investment adviser invests a significant percentage of the fund’s assets in a single issuer, the fund’s performance would be closely tied to the market value of that issuer, and could be more volatile (riskier) than the performance of diversified funds. Investing a larger percentage of the fund’s assets in a single issuer’s securities increases the fund’s exposure to credit and other risks associated with that issuer’s financial condition and business operations. The investment adviser will use this increased flexibility to acquire larger positions in the securities of a single issuer only if and when it believes doing so justifies the risks involved.

Each fund currently is “diversified,” as defined in the 1940 Act. As a 1940 Act diversified fund, the fund must invest at least 75% of its assets so that no more than 5% of its total assets is invested in the securities of any one issuer. As to the remaining 25% of total assets, there is no limitation on the amount of assets the fund may invest in a single issuer. The principal difference between a diversified fund and a non-diversified fund is that a non-diversified fund may invest over 5% of its assets in a greater number of issuers.

Each fund’s current fundamental diversification limitation is as follows:

“The fund may not with respect to 75% of the fund’s total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, 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.”

Because the above investment policy is fundamental, it cannot be changed or eliminated without shareholder approval. The Trustees, including all of the Independent Trustees, recommend that shareholders vote to eliminate the above limitation for each fund.

If shareholders approve this proposal, the investment adviser may operate each fund as non-diversified or it may not. The investment adviser will reserve the freedom of action to operate the fund as non-diversified only if and when the investment adviser believes it would be in shareholders’ best interests to do so, provided that if the investment adviser does not operate the fund as non-diversified within three years of shareholder approval, 1940 Act rules will require the investment adviser to again seek shareholder approval to reserve the freedom of action to operate the fund as non-diversified.

If shareholders approve this proposal, the Trustees, including all of the Independent Trustees, intend to adopt the following non-fundamental limitation concerning diversification for each fund:

“In order to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended, the fund currently intends to comply with certain diversification limits imposed by Subchapter M.”

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Under Subchapter M (the tax code), each fund is now (and will remain) restricted to holding 25% of its assets in any one issuer and to holding no more than two 25% positions. The tax code requirements are generally applied at the end of each quarter of the fund’s taxable year.

The proposal would, as a legal matter, also allow each fund to hold a greater number of over 10% positions in the voting securities of an issuer. The investment adviser does not currently expect that approval of this proposal will materially affect the way in which the fund is managed with regard to the number of over 10% positions.

Conclusion. The Board of Trustees has concluded that the proposal will benefit the fund and its shareholders. The Trustees recommend voting FOR the proposal. If Proposal 4 is approved by shareholders, the proposed change will take effect on January 1, 2018, or on the first day of the month following shareholder approval if the meeting is adjourned. For funds voting on one or more of Proposals 2, 3, and 4, no proposal is contingent on one another, meaning that a proposal will be implemented if approved by a fund’s shareholders, even if that fund’s shareholders have not also approved the other proposal(s).

PROPOSAL 5

SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD OF TRUSTEES INSTITUTE PROCEDURES TO AVOID HOLDING INVESTMENTS IN COMPANIES THAT, IN MANAGEMENT’S JUDGMENT, SUBSTANTIALLY CONTRIBUTE TO GENOCIDE OR CRIMES AGAINST HUMANITY

Fidelity Real Estate Investment Portfolio, Fidelity Telecom and Utilities Fund, Computers Portfolio, and Health Care Portfolio

Certain shareholders of Fidelity Real Estate Investment Portfolio, Fidelity Telecom and Utilities Fund, Computers Portfolio, and Health Care Portfolio (for purposes of Proposal 5 only, each a “Fund”) have advised the Funds that they intend to present the following shareholder proposal at the Meeting. For the reasons set forth after the proposal, the Board of Trustees recommends a vote “AGAINST” the proposal. No Fund is responsible for the contents of the proposal or the supporting statements. A Fund will provide the names, addresses, and shareholdings (to the Fund’s knowledge) of the proponents of a shareholder proposal upon written request sent to the Secretary of the Fund, attention “Fund Shareholder Meetings,” 245 Summer Street, Mailzone V10A, Boston, Massachusetts 02210, or by calling 1-617-563-9021.

Proposal

WHEREAS

We believe that:

1. Investors do not want their investments to help fund genocide.

a) While reasonable people may disagree about socially responsible investing, few want their investments to help fund genocide.

b) KRC Research’s 2010 study showed that 88% of respondents want their mutual funds to be genocide-free.

c) Millions of Fidelity investors have voted for genocide-free investing proposals, submitted by supporters of Investors Against Genocide, despite active management opposition. As many as 29% of Fidelity shareholders voted in favor in 2013 and 31% in 2008.

d) In 2012, a genocide-free investing proposal at an ING mutual fund passed decisively, 59.8% to 10.7% with 29.5% abstaining.

2. The example of PetroChina shows that current policies do not adequately support genocide-free investing because Fidelity and the funds it manages:

a) Are large and long-term investors in PetroChina. PetroChina, through its controlling shareholder, China National Petroleum Company, is Sudan’s largest business partner, thereby helping fund ongoing government-sponsored genocide and crimes against humanity.

b) Unnecessarily expose shareholders to the significant financial, operational and reputational risks of the China National Petroleum group’s operations in areas affected by genocide and mass atrocities.

c) Actively opposed earlier shareholder requests for genocide-free investing.

d) Continued to buy shares of problem companies even after becoming aware of the investments’ connection to genocide in the Darfur region of Sudan.

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e) Claimed to have a policy addressing extreme human rights issues, but has taken no action to avoid problem investments.

f) Made investments in PetroChina that, while legal, are inconsistent with U.S. sanctions explicitly prohibiting transactions relating to Sudan’s petroleum industry.

3. Individuals, through ownership of shares of Fidelity funds, may inadvertently invest in companies that help support genocide. With no policy to prevent these investments, Fidelity may at any time add or increase holdings in problem companies.

4. No sound reasons prevent having a genocide-free investing policy because:

a) Ample alternative investments exist.

b) Avoiding problem companies need not have a significant effect on investment performance, as shown in Gary Brinson’s classic asset allocation study.

c) Only a handful of Fidelity’s U.S. funds would be affected, because most of Fidelity’s holdings of problem companies such as PetroChina are by Fidelity funds sold outside the U.S.

d) Appropriate disclosure can address any legal concerns regarding the exclusion of problem companies.

e) Management can easily obtain independent assessments to identify companies connected to genocide.

f) Other large financial firms such as T. Rowe Price and TIAA-CREF have avoided investments connected to genocide by divesting problem companies such as PetroChina.

5. Investor action can influence foreign governments, as in South Africa, Similar action on Talisman Energy helped end the conflict in South Sudan.

RESOLVED

Shareholders request that the Board institute transparent procedures to avoid holding investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights. Such procedures may include time-limited engagement with problem companies if management believes that their behavior can be changed.

* * *

Statement of Opposition

SelectCo, as investment adviser to the Funds, seeks to achieve the best investment results for each Fund consistent with the stated investment policies of the relevant Fund. In doing so, SelectCo is obligated to limit such Fund’s investments to holdings that are lawful under the laws of the United States. The Board of Trustees has procedures in place to review SelectCo’s performance as investment adviser to the Funds, including each Fund’s compliance with all applicable laws.

United States law prohibits investments in companies owned or controlled by the government of Sudan. SelectCo is committed to complying fully with these investment sanctions and any additional investment sanctions that the United States government might enact with respect to companies doing business in Sudan or any other country.

The Board of Trustees recognizes and respects that investors, including those investing in the Funds, have other investment opportunities open to them should they wish to avoid investments in certain companies or countries. Shareholders of the Funds, however, choose to invest based on the specific stated investment policies of the relevant fund. If adopted, this proposal would limit investments by the Funds that would be lawful under the laws of the United States. For this reason, the Board of Trustees recommends that you vote AGAINST this proposal.

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons therein designated.

TRUSTEES, ADVISORY BOARD MEMBERS, AND

OFFICERS OF THE FUNDS

Appendix J shows the composition of the Board of Trustees of each trust and the Advisory Board Members, if any, of each trust. The officers of the funds include: Elizabeth Paige Baumann, Marc R. Bryant, William C. Coffey, Jonathan Davis, Adrien E. Deberghes, Joseph DeSantis, Stephanie J. Dorsey, Howard J. Galligan III, Scott C. Goebel, James D. Gryglewicz,

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Brian B. Hogan, Colm A. Hogan, Chris Maher, Rieco E. Mello, Anthony R. Rochte, Stacie M. Smith, Marc L. Spector, and Renee Stagnone. Additional information about Messrs. Garnett, Wiley, and Donahue can be found in Proposal 1. Additional information about Mr. Hogan, David A. Rosow, Carol B. Tomé, and the officers of the funds can be found in the following table.

Interested Trustee*:

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺

Brian B. Hogan (1964)

Chairman of the Board of Trustees (since 2014)

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager. Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan.

* Determined to be an “Interested Trustee” by virtue of, among other things, his affiliation with the trusts or various entities under common control with SelectCo and FMR.

⁺  The information includes the Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee’s qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for each fund.

Independent Trustees and Advisory Board Member:

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺

David A. Rosow (1942)

Mr. Rosow also serves as Trustee of other Fidelity funds. Prior to his retirement in 2006, Mr. Rosow was the Chief Executive Officer, owner and operator of a number of private companies, which encompassed the oil refining, drilling and marketing of petroleum products (including specialty petroleum products), recreation industry, and real estate development. Mr. Rosow currently serves as a Director of Oxbow Carbon LLC (upgraders, marketers, and distributors of petroleum byproducts of the oil refining process, 2015-present) and Oxbridge Academy of the Palm Beaches (2015-present) and serves as its President and CEO. Previously, Mr. Rosow served on the Fairfield Country Day School Board for 27 years, including as its President for 3 years, stepping down in 2006. Mr. Rosow served as Lead Director and Chairman of the Audit Committee of Hudson United Bancorp (1996-2006), Chairman of the Board of Westport Bank and Trust (1992-1996), and as a Director of TD Banknorth (2006-2007). In addition, Mr. Rosow served as a member (2008-2014) and President (2009-2014) of the Town Council of Palm Beach, Florida. Mr. Rosow also served as a Member of the Advisory Board of certain Fidelity funds (2012-2013).

Carol B. Tomé (1957)

Ms. Tomé also serves as Trustee or Member of the Advisory Board of other Fidelity funds. Ms. Tomé is Chief Financial Officer (2001-present) and Executive Vice President of Corporate Services (2007-present) of The Home Depot, Inc. (home improvement retailer) and a Director (2003-present) and Chair of the Audit Committee (2004-present) of United Parcel Service, Inc. (package delivery and supply chain management). Previously, Ms. Tomé served as Senior Vice President of Finance and Accounting/Treasurer (2000-2007) and Vice President and Treasurer (1995-2000) of The Home Depot, Inc. and Chair of the Board (2010-2012), Vice Chair of the Board (2009 and 2013), and a Director (2008-2013) of the Federal Reserve Bank of Atlanta. Ms. Tomé is also a director or trustee of many community and professional organizations.

⁺  The information includes the Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee’s qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for each fund.

Officers:

The officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except for Mr. Rochte, correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Correspondence intended for Mr. Rochte may be sent to SelectCo, 1225 17^th Street, Denver, Colorado 80202-5541. Officers appear below in alphabetical order.

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Name, Year of Birth; Principal Occupation

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Marc R. Bryant (1966)

Year of Election or Appointment: 2013/2017

Secretary and Chief Legal Officer (CLO)

Mr. Bryant also serves as Secretary and CLO of other funds. Mr. Bryant serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company (investment adviser firm, 2015-present) and FMR Co., Inc. (investment adviser firm, 2015-present); Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2015-present) and Fidelity Investments Money Management, Inc. (investment adviser firm, 2015-present); and CLO of Fidelity Management & Research (Hong Kong) Limited and FMR Investment Management (UK) Limited (investment adviser firms, 2015-present) and Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present). He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company). Previously, Mr. Bryant served as Secretary and CLO of Fidelity Rutland Square Trust II (2010-2014) and Assistant Secretary of Fidelity’s Fixed Income and Asset Allocation Funds (2013-2015). Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for ProFund Advisors LLC (2001-2006).

William C. Coffey (1969)

Year of Election or Appointment: 2009/2017

Assistant Secretary

Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).

Jonathan Davis (1968)

Year of Election or Appointment: 2010/2017

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds, and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (diversified financial services company, 2003-2010).

Adrien E. Deberghes (1967)

Year of Election or Appointment: 2013/2017

President and Treasurer

Mr. Deberghes also serves as an officer of other funds. He serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin’ Brands (2000-2005). Previously, Mr. Deberghes served in other fund officer roles.

Joseph DeSantis (1959)

Year of Election or Appointment: 2015/2017

Vice President

Mr. DeSantis also serves as Vice President of other funds. Mr. DeSantis serves as a Director of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present), Chief Investment Officer, Equities (2010-present) and is an employee of Fidelity Investments.

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Stephanie J. Dorsey (1969)

Year of Election or Appointment: 2010/2017

Assistant Treasurer

Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Howard J. Galligan III (1966)

Year of Election or Appointment: 2014/2017

Chief Financial Officer

Mr. Galligan also serves as Chief Financial Officer of other funds. Mr. Galligan serves as President of Fidelity Pricing and Cash Management Services (FPCMS) (2014-present) and as a Director of Strategic Advisers, Inc. (investment adviser firm, 2008-present). Previously, Mr. Galligan served as Chief Administrative Officer of Asset Management (2011-2014) and Chief Operating Officer and Senior Vice President of Investment Support for Strategic Advisers, Inc. (2003-2011).

Scott C. Goebel (1968)

Year of Election or Appointment: 2015/2017

Vice President

Mr. Goebel serves as Vice President of other funds and is an employee of Fidelity Investments (2001-present). Previously, Mr. Goebel served as Senior Vice President of Fidelity Management & Research Company (FMR) (investment adviser firm, 2016), Secretary of Fidelity SelectCo, LLC (investment adviser firm, 2013-2015), Fidelity Investments Money Management, Inc. (FIMM) (investment adviser firm, 2010-2015), and Fidelity Research and Analysis Company (FRAC) (investment adviser firm, 2010-2015); General Counsel, Secretary, and Senior Vice President of FMR (investment adviser firm, 2008-2015) and FMR Co., Inc. (investment adviser firm, 2008-2015); Assistant Secretary of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2008-2015) and Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2008-2015); Chief Legal Officer (CLO) of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2008-2015); Secretary and CLO of certain Fidelity funds (2008-2015); Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

James D. Gryglewicz (1972)

Year of Election or Appointment: 2014/2017

Chief Compliance Officer

Mr. Gryglewicz also serves as Chief Compliance Officer of other funds. Mr. Gryglewicz serves as Compliance Officer of Strategic Advisers, Inc. (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present), Senior Vice President of Asset Management Compliance (2009-present), and is an employee of Fidelity Investments (2004-present).

Brian B. Hogan (1964)

Year of Election or Appointment: 2009/2017

Vice President

Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as a Director of FMR Investment Management (UK) Limited (investment adviser firm, 2015-present) and Fidelity SelectCo, LLC (investment adviser firm, 2014-present) and President of the Equity Division of FMR (investment adviser firm, 2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager. Mr. Brian B. Hogan is not related to Mr. Colm A. Hogan.

Colm A. Hogan (1973)

Year of Election or Appointment: 2016/2017

Assistant Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan is an employee of Fidelity Investments (2005-present). Mr. Colm A. Hogan is not related to Mr. Brian B. Hogan.

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Chris Maher (1972)

Year of Election or Appointment: 2013/2017

Assistant Treasurer

Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Rieco E. Mello (1969)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Mello also serves as Assistant Treasurer of other funds. Mr. Mello is an employee of Fidelity Investments (1995-present).

Anthony R. Rochte (1968)

Year of Election or Appointment: 2013/2017

Vice President

Mr. Rochte also serves as Vice President of other funds. Mr. Rochte serves as President of Fidelity SelectCo, LLC (investment adviser firm, 2012-present) and is an employee of Fidelity Investments (2012-present). Prior to joining Fidelity Investments, Mr. Rochte served as Senior Managing Director and head of State Street Global Advisors’ North American Intermediary Business Group (2006-2012).

Stacie M. Smith (1974)

Year of Election or Appointment: 2013/2017

Assistant Treasurer

Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity funds (2013-2016).

Marc L. Spector (1972)

Year of Election or Appointment: 2017

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior to Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Renee Stagnone (1975)

Year of Election or Appointment: 2016/2017

Assistant Treasurer

Ms. Stagnone also serves as an officer of other funds. Ms. Stagnone is an employee of Fidelity Investments (1997-present). Previously, Ms. Stagnone served as Deputy Treasurer of certain Fidelity funds (2013-2016).

BOARD STRUCTURE AND OVERSIGHT FUNCTION AND

STANDING COMMITTEES OF THE FUNDS’ TRUSTEES

Correspondence intended for each Independent Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each Interested Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. The current process for collecting and organizing shareholder communications requires that the Board of Trustees receive copies of all communications addressed to it. All communications addressed to the Board of Trustees or any individual Trustee are logged and sent to the Board or individual Trustee, respectively. The funds do not hold annual shareholder meetings and therefore do not have a policy with regard to Trustees’ attendance at such meetings. However, as a matter of practice, at least one Trustee attends special meetings.

Mr. Hogan is an interested person and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Mr. Wiley serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

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Fidelity funds are overseen by different Boards of Trustees. The funds’ Board currently oversees Fidelity’s sector portfolios and is proposed to be combined with the Board that oversees Fidelity’s equity and high income funds. Another Board oversees Fidelity’s investment grade bond, money market, and asset allocation funds. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the funds, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds’ activities and associated risks. The Board, acting through its committees, has charged SelectCo, FMR Co., Inc., and FMR (collectively referred to as the adviser) and the adviser’s affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds’ business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through the adviser, its affiliates, and other service providers, the funds’ exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board’s committees has responsibility for overseeing different aspects of the funds’ activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the funds’ Chief Compliance Officer (CCO), the adviser’s internal auditor, the independent accountants, the funds’ Treasurer and portfolio management personnel, make periodic reports to the Board’s committees, as appropriate.

The Board of Trustees has established various committees to support the Independent Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has four standing committees. The members of each committee are Independent Trustees. See Appendix K for the number of meetings each standing committee held during each fund’s last fiscal year.

The Operations Committee is composed of all of the Independent Trustees, with Mr. Wiley currently serving as Chair. The committee normally meets at least four times a year, or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee considers matters involving potential conflicts of interest between the funds and the adviser and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the funds and the adviser and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with the adviser, including insurance coverage and custody agreements. The committee has oversight of compliance issues not specifically within the scope of any other committee. These matters include, but are not limited to, significant non-conformance with contract requirements and other significant regulatory matters and recommending to the Board of Trustees the designation of a person to serve as the funds’ CCO. The committee (i) serves as the primary point of contact for the CCO with regard to Board-related functions; (ii) oversees the annual performance review of the CCO; (iii) makes recommendations concerning the CCO’s compensation; and (iv) makes recommendations as needed in respect of the removal of the CCO. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by the adviser.

The Audit Committee is composed of all of the Independent Trustees, with Mr. Rosow currently serving as Chair. All committee members must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. At least one committee member will be an “audit committee financial expert” as defined by the SEC. The committee normally meets four times a year, or more frequently as called by the Chair. The committee meets separately at least annually with the funds’ Treasurer, with the funds’ Chief Financial Officer, with personnel responsible for the internal audit function of FMR LLC, and with the funds’ outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the funds and the funds’ service providers (to the extent such controls impact the funds’ financial statements); (ii) the funds’ auditors and the annual audits of the funds’ financial statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies and disclosures of the funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the provision by any outside auditor of certain non-audit services to fund service providers and their affiliates to the extent that such approval (in the case

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of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors of the funds. It is responsible for approving all audit engagement fees and terms for the funds and for resolving disagreements between a fund and any outside auditor regarding any fund’s financial reporting. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the funds and any service providers consistent with the rules of the Public Company Accounting Oversight Board. It oversees and receives reports on the funds’ service providers’ internal controls and reviews the adequacy and effectiveness of the service providers’ accounting and financial controls, including: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the funds’ ability to record, process, summarize, and report financial data; (ii) any change in the fund’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund’s internal control over financial reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the funds’ or service providers internal controls over financial reporting. The committee will also review any correspondence with regulators or governmental agencies or published reports that raise material issues regarding the funds’ financial statements or accounting policies. These matters may also be reviewed by the Operations Committee. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the funds’ financial reporting process, will discuss with SelectCo, the funds’ Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the funds. The committee will review with the adviser, the funds’ outside auditor, internal audit personnel of FMR LLC and, as appropriate, legal counsel the results of audits of the funds’ financial statements. The committee will review periodically the funds’ major internal controls exposures and the steps that have been taken to monitor and control such exposures.

The Fair Valuation Committee is composed of all of the Independent Trustees, with Mr. Wiley currently serving as Chair. The Committee normally meets quarterly, or more frequently as called by the Chair. The Fair Valuation Committee reviews and approves annually Fair Value Committee Policies recommended by the SelectCo and FMR Fair Value Committees and oversees particular valuations or fair valuation methodologies employed by the SelectCo and FMR Fair Value Committees as circumstances may require. The Committee also reviews actions taken by the SelectCo and FMR Fair Value Committees. The Committee does not oversee the day-to-day operational aspects of the valuation and calculation of the net asset value of the funds, which have been delegated to the SelectCo or FMR Fair Value Committees, as applicable, and Fidelity Service Company, Inc.

The Governance and Nominating Committee is composed of all of the Independent Trustees, with Mr. Wiley currently serving as Chair. The committee meets as called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee’s responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning “best practices” in corporate governance and other developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation of the Board of Trustees and establishes procedures to allow

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it to exercise this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the funds’ or the Board of Trustees’ policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee has the authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants. The committee may conduct or authorize investigations into or studies of matters within the committee’s scope of responsibilities, and may retain, at the funds’ expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the funds, should be submitted to the Chair of the committee at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of the funds within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting) with the adviser, any sub-adviser or their affiliates that could create an appearance of lack of independence in respect of the funds; (iv) has the disposition to act independently in respect of the adviser and its affiliates and others in order to protect the interests of the funds and all shareholders; (v) ability to attend regularly scheduled Board meetings during the year; (vi) demonstrates sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial environment of the funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the funds’ complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee. A current copy of the Governance and Nominating Committee Charter is available at http://www.fidelity.com and is attached as Exhibit 1.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

The firm of PricewaterhouseCoopers LLP (PwC) or Deloitte & Touche LLP (Deloitte), the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, Deloitte Entities), has been selected as the independent registered public accounting firm for each fund, as indicated in Appendix A. PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, have confirmed to the Audit Committee of each trust, as applicable, that they are the independent registered public accounting firms with respect to the funds.

The independent registered public accounting firms audit annual financial statements for the funds and provide other audit-related, non-audit, and tax-related services to the funds. Representatives of PwC and Deloitte Entities are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.

Each trust’s Audit Committee must pre-approve all audit and non-audit services provided by a fund’s independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

Each trust’s Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee’s consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to the adviser and entities controlling, controlled by, or under common control with the adviser

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(not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds (Fund Service Providers) that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair’s absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) are reported to the Audit Committee on a periodic basis.

Each trust’s Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the funds and their related entities and the adviser’s review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Fees and Services

Appendix O presents fees billed by PwC and Deloitte Entities in each of the last two fiscal years for services rendered to the funds.

Appendix P presents fees billed by PwC and Deloitte Entities that were required to be approved by each trust’s Audit Committee for services that relate directly to the operations and financial reporting of the funds and that are rendered on behalf of Fund Service Providers.

Appendix Q presents the aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the funds and any Fund Service Provider for each of the last two fiscal years of the funds.

There were no non-audit services approved or required to be approved by the trusts’ Audit Committee pursuant to the de minimis exception during the funds’ last two fiscal years relating to services provided to (i) the funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the funds.

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

The trusts do not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the funds, attention “Fund Shareholder Meetings,” 245 Summer Street, Mailzone V10A, Boston, Massachusetts 02210. Proposals must be received a reasonable time before a fund begins to print and send its proxy materials to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included. With respect to proposals submitted on an untimely basis and presented at a shareholder meeting, persons named as proxy agents will vote in their discretion.

NOTICE TO BANKS, BROKER-DEALERS AND

VOTING TRUSTEES AND THEIR NOMINEES

Please advise Fidelity Advisor Series VII, Fidelity Select Portfolios, Fidelity Covington Trust, Fidelity Commonwealth Trust, or Fidelity Commonwealth Trust II, in care of Fidelity Investments Institutional Operations Company, Inc., 245 Summer Street, Boston, Massachusetts 02210, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports you wish to receive in order to supply copies to the beneficial owners of the respective shares.

23

EXHIBIT 1

Sector Portfolios

Governance and Nominating Committee Charter

A. Background

The investment companies managed by Fidelity SelectCo, LLC (collectively with its affiliates, “Fidelity”) comprising the Sector Portfolios of the Fidelity Funds are referred to as the “Funds”¹; the Boards of Trustees of the Funds are referred to collectively as the “Board of Trustees” and the members are referred to as the “Trustees”; Trustees who are not “interested persons” (as such term is defined in the Investment Company Act of 1940) of the Funds are referred to as the “Independent Trustees”; and committees of the Boards of Trustees are referred to as “Board Committees”. The Board of Trustees, including at least a majority of the Independent Trustees, have adopted this Charter, which may from time to time be amended or supplemented by vote of the Board of Trustees, including at least a majority of the Independent Trustees, upon the recommendation of the Governance and Nominating Committee.

B. Organization

This Section II describes the organization and governance functions of the Governance and Nominating Committee (the “Committee”).

(1) Composition of the Committee

The Committee shall be comprised solely of Independent Trustees. The members of the Committee, other than the Chair of the Committee, will be determined annually by vote of the Independent Trustees upon the recommendation of the Committee. If a Vice Chair of the Independent Trustees has been designated, such Vice Chair will normally serve on the Committee. Advisory Board members, if any, shall be invited to attend meetings of the Committee.

(2) Chair; Functions of the Chair

The Chair of the Committee (the “Chair”) shall be an Independent Trustee and shall serve as lead Independent Trustee. The Chair shall be elected by majority vote of the Independent Trustees, and shall serve for a term of four years, subject to extension on a year-to-year basis by vote of the Independent Trustees. A majority of the members of the Committee may designate an acting lead Independent Trustee (and thus acting Chair of the Committee) in the absence of such Chair and any Vice Chair. If less than all ITs are members, following the expiration of the Chair’s term, he or she shall retire from the Committee for at least one year.

The Chair shall have the following responsibilities:

(a) The Chair shall preside at all meetings of the Committee and shall be responsible for preparing meeting agendas. The Vice Chair, if any, or in such Vice Chair’s absence, any designated acting or other lead Independent Trustee alternate will preside in the Committee Chair’s absence.

(b) The Chair shall serve as Chair of the Operations Committee.

(c) The Chair shall serve as the principal liaison between the Independent Trustees and the management of Fidelity.

(d) At meetings of the Operations Committee or the full Board of Trustees, the Chair will report on the Committee’s recommendations on applicable resolutions and on any important actions by or discussions at the Committee.

(e) The Chair may make temporary assignments of members and chairs of other Board Committees to fill vacancies or to provide for absences.

(f) The Chair will coordinate with counsel for the Funds and/or counsel to the Independent Trustees on matters requiring legal advice.

(3) Meetings and Procedures of the Committee

(a) The Committee may determine its own rules of procedure, which shall be consistent with the Declaration of Trust of each Fund (or other charter document of the Fund), the Bylaws of such Fund and this Charter. The Committee shall meet at least four times annually or more frequently as circumstances require. The Chair or a majority of the members of the Committee may call a special meeting of the Committee.

¹  The Term “Funds” includes all of the Funds managed by Fidelity SelectCo, LLC.

24

(b) A majority of the members of the Committee, present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, shall constitute a quorum. The Committee may take action by written consent if at least the number of Trustees required for approval of such action at a meeting of Trustees consent to the action in writing and the written consents are filed with the records of meetings of the Committee, unless otherwise required by applicable law.

(c) The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate. No subcommittee shall consist of fewer than two members. The Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee or the Independent Trustees as a whole.

(d) The Committee may request that any trustees, officers or employees of a Fund, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such information as the Committee requests.

(e) The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of each Fund and delivered to the Board of Trustees, including a description of all actions taken by the Committee.

(4) Consultants; Investigations and Studies; Outside Advisers

The Committee shall have the authority to carry out its duties and responsibilities as set forth in this Charter. The Committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants. The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Funds’ expense, such independent counsel or other advisers as it deems necessary.

(5) Particular Actions of the Committee

The Committee will:

(a) Periodically review Board and Committee procedures and Committee Charters.

(b) Periodically review Trustee compensation, and recommend any changes deemed by the Committee to be appropriate.

(c) Monitor corporate governance matters and make recommendations to the Board.

(d) Make recommendations on the frequency and structure of Board of Trustees meetings.

(e) Make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted.

(f) Make recommendations as to the size and members, the chair, vice chair if any, alternate presiding members and alternate members of each standing or ad hoc Board Committee. The members and the chair of each Board Committee will be as determined by majority vote of the Independent Trustees upon the recommendation of the Committee. It is anticipated that members and chairs of any Committee will be designated annually (other than Chairs of the Operations Committee and the Governance and Nominating Committee), with membership periodically rotated to give Independent Trustees the opportunity to broaden their experience. Rotation will be accomplished in a manner that provides reasonable continuity of membership.

(g) Review the annual calendar of Board Committee meetings and the schedule for consideration of routine or recurring matters.

(h) Make recommendations on the requirements for, and means of, Board of Trustees orientation and training.

(i) Act as administrative committee under the Funds’ fee deferral plan for Independent Trustees.

(j) Monitor the performance of legal counsel employed by the Funds and the Independent Trustees, and be responsible for the supervision of counsel for the Independent Trustees. The selection and oversight of fund counsel shall

25

be the joint responsibility of the Committee and Fidelity. On behalf of the Independent Trustees, the Committee will make such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise.

(k) Be responsible for oversight of Independent Trustees administrative matters, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events.

(l) Monitor compliance with, act as the administrator of, and make determinations in respect of (a) the provisions of the Code of Ethics applicable to the Independent Trustees, and (b) supplemental policies adopted by the Independent Trustees in respect of personal securities transactions of Independent Trustees.

(m) Monitor the functioning of the Board Committees and make recommendations for any changes, including the creation or elimination of standing or ad hoc Board Committees.

(n) Monitor regulatory and other developments to determine whether to recommend modifications to the Committee’s responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning “best practices” in corporate governance and other developments in mutual fund governance. The Committee will report regularly to the Independent Trustees with respect to these activities.

(o) Recommend that the Board establish such special or ad hoc Board Committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise. The Committee’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual trustee/ director, to make such a recommendation at any time.

(6) Self-Evaluation of the Board of Trustees

The Committee shall be responsible for overseeing the annual self-evaluation of the Board of Trustees. The Committee shall establish procedures to allow it to exercise this oversight function.

In conducting this oversight, the Committee shall address all matters that the Committee considers relevant to the Board of Trustees’ performance.

The Committee shall report to the Board of Trustees on the results of its evaluation, including any recommended amendments to the principles of governance, and any recommended changes to the Funds’ or the Board of Trustees’ policies, procedures and structures. This report may be written or oral.

C. Nominating Committee Function

This Section III describes the nominating committee functions of the Committee.

(1) Identification of Candidates

The Committee will:

(a) Review periodically the size and composition of the Board of Trustees as a whole and recommend, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law.

(b) Periodically review the Independent Trustees’ Statement of Policy on Criteria for Selecting Independent Trustees (“Statement of Policy”), which may from time to time be revised by vote of a majority of Independent Trustees upon the recommendation of the Committee.

(c) Make nominations for the appointment or election of Independent Trustees in accordance with the Statement of Policy. The selection of Independent Trustees will be committed solely to the discretion of the Independent Trustees; persons so selected will be “disinterested” in terms of both the letter and spirit of the Investment Company Act.

(d) Make nominations for the appointment of any non-management member of any Advisory Board which the Board of Trustees shall have from time to time established. Each member of any Advisory Board shall serve at the pleasure of the Board of Trustees. Any Advisory Board shall be distinct from the Board of Trustees and shall serve such advisory functions as to investments and such other roles as may be designated by the Board of Trustees, but shall have no power to determine that any security or other investment shall be purchased or sold by any fund. In the discretion of the Board of Trustees, each Advisory Board member may be indemnified in respect of claims arising in connection with his or her services as such. Any member of an Advisory Board shall be compensated in accordance with policies in respect thereof adopted by the Board of Trustees. Service by a person on an Advisory Board shall not preclude such person’s subsequent service as a Trustee.

26

(e) Consider Independent Trustee candidates recommended by Fund shareholders. Any such candidates will be considered based upon the criteria applied to candidates presented to the Committee by a search firm or other sources, as set forth in the Statement of Policy. The names of such candidates should be submitted to the Chair in writing at the address maintained for communications with Independent Trustees. The submission should be accompanied by appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Funds. If the Committee retains a search firm, the Chair will generally forward such submissions to the search firm for evaluation unless the Committee concludes that the credentials of such candidate are not consistent with the criteria that are to be applied by the Committee in such search.

(2) Selection of the Chair, etc.

(a) The Chair (and thus the lead Independent Trustee of the Funds) will be chosen as follows: The Committee will nominate a selection committee, subject to approval by a majority vote of the Independent Trustees, which will interview individual Independent Trustees. The selection committee will select and recommend to the Independent Trustees one or more potential candidates. The Chair will be elected by a majority vote of the Independent Trustees.

(b) A Vice Chair of the Committee may be chosen in the discretion of the Independent Trustees by majority vote of the Independent Trustees. If elected, such Vice Chair shall serve such functions as may from time to time be designated by the Chair, and shall preside in such Chair’s absence.

27

APPENDIX A

List of trusts and funds, most recent fiscal year ends, and fund auditors.

TRUST/Fund	Investment Adviser1		Auditor2		FYE
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund		SelectCo		Deloitte		7/31/17
Fidelity Advisor Communications Equipment Fund		SelectCo		Deloitte		7/31/17
Fidelity Advisor Consumer Discretionary Fund		SelectCo		Deloitte		7/31/17
Fidelity Advisor Energy Fund		SelectCo		Deloitte		7/31/17
Fidelity Advisor Financial Services Fund		SelectCo		Deloitte		7/31/17
Fidelity Adviser Global Real Estate Fund		SelectCo		Deloitte		7/31/17
Fidelity Advisor Health Care Fund		SelectCo		Deloitte		7/31/17
Fidelity Advisor Industrials Fund		SelectCo		Deloitte		7/31/17
Fidelity Advisor Real Estate, Fund		SelectCo		Deloitte		7/31/17
Fidelity Advisor Semiconductors Fund (formerly Fidelity Advisor Electronics Fund)		SelectCo		Deloitte		7/31/17
Fidelity Advisor Technology Fund		SelectCo		Deloitte		7/31/17
Fidelity Advisor Utilities Fund		SelectCo		Deloitte		7/31/17
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio		SelectCo		PwC		2/28/17
Automotive Portfolio		SelectCo		PwC		2/28/17
Banking Portfolio		SelectCo		PwC		2/28/17
Biotechnology Portfolio		SelectCo		PwC		2/28/17
Brokerage and Investment Management Portfolio		SelectCo		PwC		2/28/17
Chemicals Portfolio		SelectCo		PwC		2/28/17
Communications Equipment Portfolio		SelectCo		PwC		2/28/17
Computers Portfolio		SelectCo		PwC		2/28/17
Construction and Housing Portfolio		SelectCo		PwC		2/28/17
Consumer Discretionary Portfolio		SelectCo		PwC		2/28/17
Consumer Finance Portfolio		SelectCo		PwC		2/28/17
Consumer Staples Portfolio3		SelectCo		PwC		2/28/17
Defense and Aerospace Portfolio		SelectCo		PwC		2/28/17
Energy Portfolio		SelectCo		PwC		2/28/17
Energy Service Portfolio		SelectCo		PwC		2/28/17
Environment and Alternative Energy Portfolio		SelectCo		PwC		2/28/17
Financial Services Portfolio		SelectCo		PwC		2/28/17
Gold Portfolio3		SelectCo		PwC		2/28/17
Health Care Portfolio		SelectCo		PwC		2/28/17
Health Care Services Portfolio		SelectCo		PwC		2/28/17
Industrial Equipment Portfolio		SelectCo		PwC		2/28/17
Industrials Portfolio		SelectCo		PwC		2/28/17
Insurance Portfolio		SelectCo		PwC		2/28/17
IT Services Portfolio		SelectCo		PwC		2/28/17
Leisure Portfolio		SelectCo		PwC		2/28/17
Materials Portfolio3		SelectCo		PwC		2/28/17

28

	Investment Adviser1		Auditor2		FYE
Medical Equipment and Systems Portfolio		SelectCo		PwC		2/28/17
Multimedia Portfolio		SelectCo		PwC		2/28/17
Natural Gas Portfolio		SelectCo		PwC		2/28/17
Natural Resources Portfolio		SelectCo		PwC		2/28/17
Pharmaceuticals Portfolio		SelectCo		PwC		2/28/17
Retailing Portfolio		SelectCo		PwC		2/28/17
Semiconductors Portfolio (formerly Electronics Portfolio)		SelectCo		PwC		2/28/17
Software and IT Services Portfolio		SelectCo		PwC		2/28/17
Technology Portfolio		SelectCo		PwC		2/28/17
Telecommunications Portfolio3		SelectCo		PwC		2/28/17
Transportation Portfolio		SelectCo		PwC		2/28/17
Utilities Portfolio		SelectCo		PwC		2/28/17
Wireless Portfolio		SelectCo		PwC		2/28/17
Fidelity FlexSM Real Estate Fund		SelectCo		Deloitte		7/31/17
Fidelity International Real Estate Fund3		SelectCo		Deloitte		7/31/17
Fidelity Real Estate Investment Portfolio		SelectCo		Deloitte		7/31/17
Fidelity Telecom and Utilities Fund		SelectCo		PwC		1/31/17
FIDELITY COVINGTON TRUST
Fidelity MSCI Consumer Discretionary Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Consumer Staples Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Energy Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Financials Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Health Care Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Industrials Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Information Technology Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Materials Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Telecommunication Services Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Utilities Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity MSCI Real Estate Index ETF4		SelectCo		Deloitte		7/31/17
Fidelity Core Dividend ETF		FMRC		PwC		7/31/17
Fidelity Dividend ETF for Rising Rates		FMRC		PwC		7/31/17
Fidelity Low Volatility Factor ETF		FMRC		PwC		7/31/17
Fidelity Momentum Factor ETF		FMRC		PwC		7/31/17
Fidelity Quality Factor ETF		FMRC		PwC		7/31/17
Fidelity Value Factor ETF		FMRC		PwC		7/31/17
FIDELITY COMMONWEALTH TRUST
Fidelity Nasdaq Composite Index® Tracking Stock		FMR		PwC		11/30/16
FIDELITY COMMONWEALTH TRUST II
Fidelity International Enhanced Index Fund5		FMRC		PwC		8/31/17
Fidelity Large Cap Core Enhanced Index Fund5		FMRC		PwC		8/31/17
Fidelity Large Cap Growth Enhanced Index Fund5		FMRC		PwC		8/31/17

29

	Investment Adviser1	Auditor2	FYE
Fidelity Large Cap Value Enhanced Index Fund5	FMRC	PwC	8/31/17
Fidelity Mid Cap Enhanced Index Fund5	FMRC	PwC	8/31/17
Fidelity Small Cap Enhanced Index Fund	FMRC	PwC	2/28/17

¹ The principal business address of Fidelity SelectCo, LLC (SelectCo) is 1225 17th Street, Denver, Colorado 80202-5541. The principal business address of FMR Co., Inc. (FMRC) is 245 Summer Street, Boston, Massachusetts 02210. The principal business address of Fidelity Management and Research Company (FMR) is 245 Summer Street, Boston, Massachusetts 02210.

² “PwC” refers to PricewaterhouseCoopers LLP and “Deloitte” refers to Deloitte & Touche LLP.

³ Retail and Advisor classes.

⁴ Expenses in connection with preparing this proxy statement and all solicitations will be borne by the fund’s investment adviser.

⁵ Effective August 31, 2017, the Fund’s fiscal year end changed from February 28 to August 31.

30

APPENDIX B

Shareholders of each of the following funds will be voting on Proposal 2:

TRUST/Fund

FIDELITY ADVISOR SERIES VII

Fidelity Advisor Biotechnology Fund

Fidelity Advisor Communications Equipment Fund

Fidelity Advisor Consumer Discretionary Fund

Fidelity Advisor Energy Fund

Fidelity Advisor Financial Services Fund

Fidelity Advisor Health Care Fund

Fidelity Advisor Industrials Fund

Fidelity Advisor Semiconductors Fund

Fidelity Advisor Technology Fund

Fidelity Advisor Utilities Fund

FIDELITY SELECT PORTFOLIOS

Air Transportation Portfolio

Automotive Portfolio

Banking Portfolio

Biotechnology Portfolio

Brokerage and Investment Management Portfolio

Chemicals Portfolio

Communications Equipment Portfolio

Computers Portfolio

Construction and Housing Portfolio

Consumer Discretionary Portfolio

Consumer Finance Portfolio

Consumer Staples Portfolio

Defense and Aerospace Portfolio

Energy Portfolio

Energy Service Portfolio

Environment and Alternative Energy Portfolio

Financial Services Portfolio

Gold Portfolio

Health Care Portfolio

Health Care Services Portfolio

Industrial Equipment Portfolio

Industrials Portfolio

Insurance Portfolio

IT Services Portfolio

Leisure Portfolio

Materials Portfolio

Medical Equipment and Systems Portfolio

Multimedia Portfolio

31

Natural Gas Portfolio

Natural Resources Portfolio

Pharmaceuticals Portfolio

Retailing Portfolio

Semiconductors Portfolio

Software and IT Services Portfolio

Technology Portfolio

Telecommunications Portfolio

Transportation Portfolio

Utilities Portfolio

Wireless Portfolio

32

APPENDIX C

Shareholders of each of the following funds will be voting on Proposal 3:

TRUST/Fund

FIDELITY ADVISOR SERIES VII

Fidelity Advisor Biotechnology Fund

Fidelity Advisor Semiconductors Fund

FIDELITY SELECT PORTFOLIOS

Air Transportation Portfolio

Automotive Portfolio

Biotechnology Portfolio

Brokerage and Investment Management Portfolio

Chemicals Portfolio

Computers Portfolio

Defense and Aerospace Portfolio

Energy Portfolio

Energy Service Portfolio

Financial Services Portfolio

Gold Portfolio

Health Care Portfolio

Health Care Services Portfolio

Industrial Equipment Portfolio

Insurance Portfolio

Leisure Portfolio

Medical Equipment and Systems Portfolio

Multimedia Portfolio

Natural Gas Portfolio

Natural Resources Portfolio

Pharmaceuticals Portfolio

Retailing Portfolio

Semiconductors Portfolio

Software and IT Services Portfolio

Technology Portfolio

Telecommunications Portfolio

Transportation Portfolio

Utilities Portfolio

Wireless Portfolio

33

APPENDIX D

Shareholders of each of the following funds will be voting on Proposal 4:

TRUST/Fund

FIDELITY ADVISOR SERIES VII

Fidelity Advisor Financial Services Fund

Fidelity Advisor Health Care Fund

FIDELITY SELECT PORTFOLIOS

Banking Portfolio

Financial Services Portfolio

Natural Resources Portfolio

FIDELITY COVINGTON TRUST

Fidelity MSCI Industrials Index ETF

FIDELITY COMMONWEALTH TRUST

Fidelity Nasdaq Composite Index Tracking Stock

34

APPENDIX E

Estimated aggregate costs for services to be provided by D.F. King to receive votes over the phone and to call and solicit votes are stated below.

TRUST/Fund	Estimated aggregate cost for D.F. King to call and solicit votes		Estimated aggregate cost for D.F. King to receive votes over the phone
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund	$	80,100	$	20,025
Fidelity Advisor Communications Equipment Fund	$	12,460	$	3,115
Fidelity Advisor Consumer Discretionary Fund	$	21,360	$	5,340
Fidelity Advisor Energy Fund	$	97,900	$	24,475
Fidelity Advisor Financial Services Fund	$	40,940	$	10,235
Fidelity Advisor Global Real Estate Fund	$	267	$	66.75
Fidelity Advisor Health Care Fund	$	89,000	$	22,250
Fidelity Advisor Industrials Fund	$	80,100	$	20,025
Fidelity Advisor Real Estate Fund	$	267	$	66.75
Fidelity Advisor Semiconductors Fund	$	21,360	$	5,340
Fidelity Advisor Technology Fund	$	62,300	$	15,575
Fidelity Advisor Utilities Fund	$	28,480	$	7,120
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio	$	267	$	66.75
Automotive Portfolio	$	623	$	155.75
Banking Portfolio	$	267	$	66.75
Biotechnology Portfolio	$	267	$	66.75
Brokerage and Investment Management Portfolio	$	267	$	66.75
Chemicals Portfolio	$	267	$	66.75
Communications Equipment Portfolio	$	267	$	66.75
Computers Portfolio	$	267	$	66.75
Construction and Housing Portfolio	$	267	$	66.75
Consumer Discretionary Portfolio	$	267	$	66.75
Consumer Finance Portfolio	$	267	$	66.75
Consumer Staples Portfolio1	$	267	$	66.75
Defense and Aerospace Portfolio	$	267	$	66.75
Energy Portfolio	$	267	$	66.75
Energy Service Portfolio	$	267	$	66.75
Environment and Alternative Energy Portfolio	$	2,670	$	667.50
Financial Services Portfolio	$	267	$	66.75
Gold Portfolio1	$	623	$	155.75
Health Care Portfolio	$	267	$	66.75
Health Care Services Portfolio	$	267	$	66.75
Industrial Equipment Portfolio	$	267	$	66.75
Industrials Portfolio	$	267	$	66.75

35

	Estimated aggregate cost for D.F. King to call and solicit votes		Estimated aggregate cost for D.F. King to receive votes over the phone
Insurance Portfolio	$	267	$	66.75
IT Services Portfolio	$	267	$	66.75
Leisure Portfolio	$	267	$	66.75
Materials Portfolio1	$	801	$	200.25
Medical Equipment and Systems Portfolio	$	267	$	66.75
Multimedia Portfolio	$	267	$	66.75
Natural Gas Portfolio	$	445	$	111.25
Natural Resources Portfolio	$	267	$	66.75
Pharmaceuticals Portfolio	$	267	$	66.75
Retailing Portfolio	$	267	$	66.75
Semiconductors Portfolio	$	267	$	66.75
Software and IT Services Portfolio	$	267	$	66.75
Technology Portfolio	$	267	$	66.75
Telecommunications Portfolio1	$	267	$	66.75
Transportation Portfolio	$	267	$	66.75
Utilities Portfolio	$	267	$	66.75
Wireless Portfolio	$	267	$	66.75
Fidelity FlexSM Real Estate Fund	$	267	$	66.75
Fidelity International Real Estate Fund1	$	267	$	66.75
Fidelity Real Estate Investment Portfolio	$	267	$	66.75
Fidelity Telecom and Utilities Fund	$	267	$	66.75
FIDELITY COVINGTON TRUST
Fidelity MSCI Consumer Discretionary Index ETF	$	0	$	0
Fidelity MSCI Consumer Staples Index ETF	$	0	$	0
Fidelity MSCI Energy Index ETF	$	0	$	0
Fidelity MSCI Financials Index ETF	$	0	$	0
Fidelity MSCI Health Care Index ETF	$	0	$	0
Fidelity MSCI Industrials Index ETF	$	135,280	$	33,820
Fidelity MSCI Information Technology Index ETF	$	0	$	0
Fidelity MSCI Materials Index ETF	$	0	$	0
Fidelity MSCI Telecommunication Services Index ETF	$	0	$	0
Fidelity MSCI Utilities Index ETF	$	0	$	0
Fidelity MSCI Real Estate Index ETF	$	0	$	0
Fidelity Core Dividend ETF	$	0	$	0
Fidelity Dividend ETF for Rising Rates	$	0	$	0
Fidelity Low Volatility Factor ETF	$	0	$	0
Fidelity Momentum Factor ETF	$	0	$	0
Fidelity Quality Factor ETF	$	0	$	0
Fidelity Value Factor ETF	$	0	$	0

36

	Estimated aggregate cost for D.F. King to call and solicit votes		Estimated aggregate cost for D.F. King to receive votes over the phone
FIDELITY COMMONWEALTH TRUST
Fidelity Nasdaq Composite Index Tracking Stock	$	133,144	$	33,286
FIDELITY COMMONWEALTH TRUST II
Fidelity International Enhanced Index Fund	$	0	$	0
Fidelity Large Cap Core Enhanced Index Fund	$	0	$	0
Fidelity Large Cap Growth Enhanced Index Fund	$	0	$	0
Fidelity Large Cap Value Enhanced Index Fund	$	0	$	0
Fidelity Mid Cap Enhanced Index Fund	$	0	$	0
Fidelity Small Cap Enhanced Index Fund	$	0	$	0

¹ Retail and Advisor classes.

37

APPENDIX F

For each of the funds and classes below, each fund’s investment adviser has voluntarily agreed to reimburse fund shares to the extent that total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of average net assets, exceed the following rates. Voluntary arrangements may be discontinued at any time.

TRUST/Fund	Current Expense Cap
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund: Class A		1.40	%
Fidelity Advisor Biotechnology Fund: Class C		2.15	%
Fidelity Advisor Biotechnology Fund: Class M1		1.65	%
Fidelity Advisor Biotechnology Fund: Class I		1.15	%
Fidelity Advisor Communications Equipment Fund: Class A		1.40	%
Fidelity Advisor Communications Equipment Fund: Class C		2.15	%
Fidelity Advisor Communications Equipment Fund: Class M1		1.65	%
Fidelity Advisor Communications Equipment Fund: Class I		1.15	%
Fidelity Advisor Consumer Discretionary Fund: Class A		1.40	%
Fidelity Advisor Consumer Discretionary Fund: Class C		2.15	%
Fidelity Advisor Consumer Discretionary Fund: Class M1		1.65	%
Fidelity Advisor Consumer Discretionary Fund: Class I		1.15	%
Fidelity Advisor Energy Fund: Class A		1.40	%
Fidelity Advisor Energy Fund: Class C		2.15	%
Fidelity Advisor Energy Fund: Class M1		1.65	%
Fidelity Advisor Energy Fund: Class I		1.15	%
Fidelity Advisor Financial Services Fund: Class A		1.40	%
Fidelity Advisor Financial Services Fund: Class C		2.15	%
Fidelity Advisor Financial Services Fund: Class M1		1.65	%
Fidelity Advisor Financial Services Fund: Class I		1.15	%
Fidelity Advisor Global Real Estate Fund: Class A		1.40	%2
Fidelity Advisor Global Real Estate Fund: Class C		2.15	%2
Fidelity Advisor Global Real Estate Fund: Class M1		1.65	%2
Fidelity Advisor Global Real Estate Fund: Class I		1.15	%2
Fidelity Advisor Health Care Fund: Class A		1.40	%
Fidelity Advisor Health Care Fund: Class C		2.15	%
Fidelity Advisor Health Care Fund: Class M1		1.65	%
Fidelity Advisor Health Care Fund: Class I		1.15	%
Fidelity Advisor Industrials Fund: Class A		1.40	%
Fidelity Advisor Industrials Fund: Class C		2.15	%
Fidelity Advisor Industrials Fund: Class M1		1.65	%
Fidelity Advisor Industrials Fund: Class I		1.15	%
Fidelity Advisor Real Estate Fund: Class A		1.25	%
Fidelity Advisor Real Estate Fund: Class C		2.00	%
Fidelity Advisor Real Estate Fund: Class M1		1.50	%
Fidelity Advisor Real Estate Fund: Class I		1.00	%
Fidelity Advisor Semiconductors Fund: Class A		1.40	%
Fidelity Advisor Semiconductors Fund: Class C		2.15	%

38

	Current Expense Cap
Fidelity Advisor Semiconductors Fund: Class M1		1.65	%
Fidelity Advisor Semiconductors Fund: Class I		1.15	%
Fidelity Advisor Technology Fund: Class A		1.40	%
Fidelity Advisor Technology Fund: Class C		2.15	%
Fidelity Advisor Technology Fund: Class M1		1.65	%
Fidelity Advisor Technology Fund: Class I		1.15	%
Fidelity Advisor Utilities Fund: Class A		1.40	%
Fidelity Advisor Utilities Fund: Class C		2.15	%
Fidelity Advisor Utilities Fund: Class M1		1.65	%
Fidelity Advisor Utilities Fund: Class I		1.15	%
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio		1.15	%
Automotive Portfolio		1.15	%
Banking Portfolio		1.15	%
Biotechnology Portfolio		1.15	%
Brokerage and Investment Management Portfolio		1.15	%
Chemicals Portfolio		1.15	%
Communications Equipment Portfolio		1.15	%
Computers Portfolio		1.15	%
Construction and Housing Portfolio		1.15	%
Consumer Discretionary Portfolio		1.15	%
Consumer Finance Portfolio		1.15	%
Consumer Staples Portfolio (retail class)		1.15	%
Fidelity Advisor Consumer Staples Fund: Class A		1.40	%
Fidelity Advisor Consumer Staples Fund: Class C		2.15	%
Fidelity Advisor Consumer Staples Fund: Class M1		1.65	%
Fidelity Advisor Consumer Staples Fund: Class I		1.15	%
Defense and Aerospace Portfolio		1.15	%
Energy Portfolio		1.15	%
Energy Service Portfolio		1.15	%
Environment and Alternative Energy Portfolio		1.15	%
Financial Services Portfolio		1.15	%
Gold Portfolio (retail class)		1.15	%
Fidelity Advisor Gold Fund: Class A		1.40	%
Fidelity Advisor Gold Fund: Class C		2.15	%
Fidelity Advisor Gold Fund: Class M1		1.65	%
Fidelity Advisor Gold Fund: Class I		1.15	%
Health Care Portfolio		1.15	%
Health Care Services Portfolio		1.15	%
Industrial Equipment Portfolio		1.15	%
Industrials Portfolio		1.15	%
Insurance Portfolio		1.15	%
IT Services Portfolio		1.15	%
Leisure Portfolio		1.15	%

39

	Current Expense Cap
Materials Portfolio (retail class)		1.15	%
Fidelity Advisor Materials Fund: Class A		1.40	%
Fidelity Advisor Materials Fund: Class C		2.15	%
Fidelity Advisor Materials Fund: Class M1		1.65	%
Fidelity Advisor Materials Fund: Class I		1.15	%
Medical Equipment and Systems Portfolio		1.15	%
Multimedia Portfolio		1.15	%
Natural Gas Portfolio		1.15	%
Natural Resources Portfolio		1.15	%
Pharmaceuticals Portfolio		1.15	%
Retailing Portfolio		1.15	%
Semiconductors Portfolio		1.15	%
Software and IT Services Portfolio		1.15	%
Technology Portfolio		1.15	%
Telecommunications Portfolio (retail class)		1.15	%
Fidelity Advisor Telecommunications Fund: Class A		1.40	%
Fidelity Advisor Telecommunications Fund: Class C		2.15	%
Fidelity Advisor Telecommunications Fund: Class M1		1.65	%
Fidelity Advisor Telecommunications Fund: Class I		1.15	%
Transportation Portfolio		1.15	%
Utilities Portfolio		1.15	%
Wireless Portfolio		1.15	%
Fidelity Flex Real Estate Fund		n/a
Fidelity International Real Estate Fund (retail class)		1.20	%
Fidelity Advisor International Real Estate Fund: Class A		1.45	%
Fidelity Advisor International Real Estate Fund: Class C		2.20	%
Fidelity Advisor International Real Estate Fund: Class M1		1.70	%
Fidelity Advisor International Real Estate Fund: Class I		1.20	%
Fidelity Real Estate Investment Portfolio		n/a
Fidelity Telecom and Utilities Fund		n/a
FIDELITY COVINGTON TRUST
Fidelity MSCI Consumer Discretionary Index ETF		n/a
Fidelity MSCI Consumer Staples Index ETF		n/a
Fidelity MSCI Energy Index ETF		n/a
Fidelity MSCI Financials Index ETF		n/a
Fidelity MSCI Health Care Index ETF		n/a
Fidelity MSCI Industrials Index ETF		n/a
Fidelity MSCI Information Technology Index ETF		n/a
Fidelity MSCI Materials Index ETF		n/a
Fidelity MSCI Telecommunication Services Index ETF		n/a
Fidelity MSCI Utilities Index ETF		n/a
Fidelity MSCI Real Estate Index ETF		n/a
Fidelity Core Dividend ETF		n/a
Fidelity Dividend ETF for Rising Rates		n/a
Fidelity Low Volatility Factor ETF		n/a

40

	Current Expense Cap
Fidelity Momentum Factor ETF	n/a
Fidelity Quality Factor ETF	n/a
Fidelity Value Factor ETF	n/a
FIDELITY COMMONWEALTH TRUST
Fidelity Nasdaq Composite Index Tracking Stock	n/a
FIDELITY COMMONWEALTH TRUST II
Fidelity International Enhanced Index Fund	n/a
Fidelity Large Cap Core Enhanced Index Fund	n/a
Fidelity Large Cap Growth Enhanced Index Fund	n/a
Fidelity Large Cap Value Enhanced Index Fund	n/a
Fidelity Mid Cap Enhanced Index Fund	n/a
Fidelity Small Cap Enhanced Index Fund	n/a

¹ Effective after the close of business on March 24, 2017, Class T was renamed Class M.

²  This arrangement will remain in effect through September 30, 2018. SelectCo may not terminate this arrangement before the expiration date without the approval of the Board of Trustees.

41

APPENDIX G

Each fund’s sub-adviser(s) and each sub-adviser’s principal business address are listed below.

TRUST/Fund

FMRC1

FMR UK2

FMR H.K.3

FMR Japan4

FIA5

FIJ6

FIA (UK)7

Black- Rock8

Geode9

FIDELITY ADVISOR SERIES VII

—

Fidelity Advisor Biotechnology Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Communications Equipment Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Consumer Discretionary Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Energy Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Financial Services Fund

x

x

x

x

—

—

—

—

—

Fidelity Adviser Global Real Estate Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Health Care Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Industrials Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Real Estate, Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Semiconductors Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Technology Fund

x

x

x

x

—

—

—

—

—

Fidelity Advisor Utilities Fund

x

x

x

x

—

—

—

—

—

FIDELITY SELECT PORTFOLIOS

Air Transportation Portfolio

x

x

x

x

—

—

—

—

—

Automotive Portfolio

x

x

x

x

—

—

—

—

—

Banking Portfolio

x

x

x

x

—

—

—

—

—

Biotechnology Portfolio

x

x

x

x

—

—

—

—

—

Brokerage and Investment Management Portfolio

x

x

x

x

—

—

—

—

—

Chemicals Portfolio

x

x

x

x

—

—

—

—

—

Communications Equipment Portfolio

x

x

x

x

—

—

—

—

—

Computers Portfolio

x

x

x

x

—

—

—

—

—

Construction and Housing Portfolio

x

x

x

x

—

—

—

—

—

Consumer Discretionary Portfolio

x

x

x

x

—

—

—

—

—

Consumer Finance Portfolio

x

x

x

x

—

—

—

—

—

Consumer Staples Portfolio

x

x

x

x

—

—

—

—

—

Defense and Aerospace Portfolio

x

x

x

x

—

—

—

—

—

Energy Portfolio

x

x

x

x

—

—

—

—

—

Energy Service Portfolio

x

x

x

x

—

—

—

—

—

Environment and Alternative Energy Portfolio

x

x

x

x

—

—

—

—

—

Financial Services Portfolio

x

x

x

x

—

—

—

—

—

42

FMRC1

FMR UK2

FMR H.K.3

FMR Japan4

FIA5

FIJ6

FIA (UK)7

Black- Rock8

Geode9

Gold Portfolio

x

x

x

x

—

—

—

—

—

Health Care Portfolio

x

x

x

x

—

—

—

—

—

Health Care Services Portfolio

x

x

x

x

—

—

—

—

—

Industrial Equipment Portfolio

x

x

x

x

—

—

—

—

—

Industrials Portfolio

x

x

x

x

—

—

—

—

—

Insurance Portfolio

x

x

x

x

—

—

—

—

—

IT Services Portfolio

x

x

x

x

—

—

—

—

—

Leisure Portfolio

x

x

x

x

—

—

—

—

—

Materials Portfolio

x

x

x

x

—

—

—

—

—

Medical Equipment and Systems Portfolio

x

x

x

x

—

—

—

—

—

Multimedia Portfolio

x

x

x

x

—

—

—

—

—

Natural Gas Portfolio

x

x

x

x

—

—

—

—

—

Natural Resources Portfolio

x

x

x

x

—

—

—

—

—

Pharmaceuticals Portfolio

x

x

x

x

—

—

—

—

—

Retailing Portfolio

x

x

x

x

—

—

—

—

—

Semiconductors Portfolio

x

x

x

x

—

—

—

—

—

Software and IT Services Portfolio

x

x

x

x

—

—

—

—

—

Technology Portfolio

x

x

x

x

—

—

—

—

—

Telecommunications Portfolio

x

x

x

x

—

—

—

—

—

Transportation Portfolio

x

x

x

x

—

—

—

—

—

Utilities Portfolio

x

x

x

x

—

—

—

—

—

Wireless Portfolio

x

x

x

x

—

—

—

—

—

Fidelity Flex Real Estate Fund

x

x

x

x

—

—

—

—

—

Fidelity International Real Estate Fund

x

x

x

x

x

x

x

—

—

Fidelity Real Estate Investment Portfolio

x

x

x

x

—

—

—

—

—

Fidelity Telecom and Utilities Fund

x

x

x

x

—

—

—

—

—

FIDELITY COVINGTON TRUST

Fidelity MSCI Consumer Discretionary Index ETF

—

—

—

—

—

—

—

x

—

Fidelity MSCI Consumer Staples Index ETF

—

—

—

—

—

—

—

x

—

Fidelity MSCI Energy Index ETF

—

—

—

—

—

—

—

x

—

Fidelity MSCI Financials Index ETF

—

—

—

—

—

—

—

x

—

Fidelity MSCI Health Care Index ETF

—

—

—

—

—

—

—

x

—

Fidelity MSCI Industrials Index ETF

—

—

—

—

—

—

—

x

—

Fidelity MSCI Information Technology Index ETF

—

—

—

—

—

—

—

x

—

43

FMRC1

FMR UK2

FMR H.K.3

FMR Japan4

FIA5

FIJ6

FIA (UK)7

Black- Rock8

Geode9

Fidelity MSCI Materials Index ETF

—

—

—

—

—

—

—

x

—

Fidelity MSCI Telecommunication Services Index ETF

—

—

—

—

—

—

—

x

—

Fidelity MSCI Utilities Index ETF

—

—

—

—

—

—

—

x

—

Fidelity MSCI Real Estate Index ETF

—

—

—

—

—

—

—

x

—

Fidelity Core Dividend ETF

—

—

—

—

—

—

—

—

x

Fidelity Dividend ETF for Rising Rates

—

—

—

—

—

—

—

—

x

Fidelity Low Volatility Factor ETF

—

—

—

—

—

—

—

—

x

Fidelity Momentum Factor ETF

—

—

—

—

—

—

—

—

x

Fidelity Quality Factor ETF

—

—

—

—

—

—

—

—

x

Fidelity Value Factor ETF

—

—

—

—

—

—

—

—

x

FIDELITY COMMONWEALTH TRUST

Fidelity Nasdaq Composite Index Tracking Stock

x

—

—

—

—

—

—

—

x

FIDELITY COMMONWEALTH TRUST II

Fidelity International Enhanced Index Fund

—

—

—

—

—

—

—

—

x

Fidelity Large Cap Core Enhanced Index Fund

—

—

—

—

—

—

—

—

x

Fidelity Large Cap Growth Enhanced Index Fund

—

—

—

—

—

—

—

—

x

Fidelity Large Cap Value Enhanced Index Fund

—

—

—

—

—

—

—

—

x

Fidelity Mid Cap Enhanced Index Fund

—

—

—

—

—

—

—

—

x

Fidelity Small Cap Enhanced Index Fund

—

—

—

—

—

—

—

—

x

¹ The principal business address of FMRC is 245 Summer Street, Boston, Massachusetts 02210.

²  The principal business address of FMR Investment Management (UK) Limited (FMR UK) is 1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom.

³  The principal business address of Fidelity Management & Research (Hong Kong) Limited (FMR H.K.) is Floor 19, 41 Connaught Road Central, Hong Kong.

⁴  The principal business address of Fidelity Management & Research (Japan) Limited (FMR Japan) is Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan.

⁵  The principal business address of FIL Investment Advisors (FIA) is Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda.

⁶  The principal business address of FIL Investments (Japan) Limited (FIJ) is Tri-Seven Roppongi, 7-7-7 Roppongi, Minato-ku, Tokyo, Japan 106-0032.

⁷  The principal business address of FIL Investment Advisors (UK) Limited (FIA (UK)) is Oakhill House, 130 Tonbridge Road, Hildenborough, TN11 9DZ, United Kingdom.

⁸  The principal business address of BlackRock Fund Advisors (BlackRock) is 400 Howard Street, San Francisco, California 94105.

⁹  The principal business address of Geode Capital Management, LLC (Geode) is One Post Office Square, 20^th Floor, Boston, Massachusetts 02109.

44

APPENDIX H

Information regarding the number of shares of each fund and class, as applicable, of each trust issued and outstanding is provided below.

TRUST/Fund	Number of Shares Outstanding as of July 31, 2017
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund: Class A
Fidelity Advisor Biotechnology Fund: Class C
Fidelity Advisor Biotechnology Fund: Class M
Fidelity Advisor Biotechnology Fund: Class I
Fidelity Advisor Communications Equipment Fund: Class A
Fidelity Advisor Communications Equipment Fund: Class C
Fidelity Advisor Communications Equipment Fund: Class M
Fidelity Advisor Communications Equipment Fund: Class I
Fidelity Advisor Consumer Discretionary Fund: Class A
Fidelity Advisor Consumer Discretionary Fund: Class C
Fidelity Advisor Consumer Discretionary Fund: Class M
Fidelity Advisor Consumer Discretionary Fund: Class I
Fidelity Advisor Energy Fund: Class A
Fidelity Advisor Energy Fund: Class C
Fidelity Advisor Energy Fund: Class M
Fidelity Advisor Energy Fund: Class I
Fidelity Advisor Financial Services Fund: Class A
Fidelity Advisor Financial Services Fund: Class C
Fidelity Advisor Financial Services Fund: Class M
Fidelity Advisor Financial Services Fund: Class I
Fidelity Advisor Global Real Estate Fund: Class A
Fidelity Advisor Global Real Estate Fund: Class C
Fidelity Advisor Global Real Estate Fund: Class M
Fidelity Advisor Global Real Estate Fund: Class I
Fidelity Advisor Health Care Fund: Class A
Fidelity Advisor Health Care Fund: Class C
Fidelity Advisor Health Care Fund: Class M
Fidelity Advisor Health Care Fund: Class I
Fidelity Advisor Industrials Fund: Class A
Fidelity Advisor Industrials Fund: Class C
Fidelity Advisor Industrials Fund: Class M
Fidelity Advisor Industrials Fund: Class I
Fidelity Advisor Real Estate Fund: Class A
Fidelity Advisor Real Estate Fund: Class C
Fidelity Advisor Real Estate Fund: Class M
Fidelity Advisor Real Estate Fund: Class I
Fidelity Advisor Semiconductors Fund: Class A

45

TRUST/Fund	Number of Shares Outstanding as of July 31, 2017
Fidelity Advisor Semiconductors Fund: Class C
Fidelity Advisor Semiconductors Fund: Class M
Fidelity Advisor Semiconductors Fund: Class I
Fidelity Advisor Technology Fund: Class A
Fidelity Advisor Technology Fund: Class C
Fidelity Advisor Technology Fund: Class M
Fidelity Advisor Technology Fund: Class I
Fidelity Advisor Utilities Fund: Class A
Fidelity Advisor Utilities Fund: Class C
Fidelity Advisor Utilities Fund: Class M
Fidelity Advisor Utilities Fund: Class I
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio
Automotive Portfolio
Banking Portfolio
Biotechnology Portfolio
Brokerage and Investment Management Portfolio
Chemicals Portfolio
Communications Equipment Portfolio
Computers Portfolio
Construction and Housing Portfolio
Consumer Discretionary Portfolio
Consumer Finance Portfolio
Consumer Staples Portfolio (retail class)
Fidelity Advisor Consumer Staples Fund: Class A
Fidelity Advisor Consumer Staples Fund: Class C
Fidelity Advisor Consumer Staples Fund: Class M
Fidelity Advisor Consumer Staples Fund: Class I
Defense and Aerospace Portfolio
Energy Portfolio
Energy Service Portfolio
Environment and Alternative Energy Portfolio
Financial Services Portfolio
Gold Portfolio (retail class)
Fidelity Advisor Gold Fund: Class A
Fidelity Advisor Gold Fund: Class C
Fidelity Advisor Gold Fund: Class M
Fidelity Advisor Gold Fund: Class I
Health Care Portfolio
Health Care Services Portfolio
Industrial Equipment Portfolio
Industrials Portfolio

46

TRUST/Fund	Number of Shares Outstanding as of July 31, 2017
Insurance Portfolio
IT Services Portfolio
Leisure Portfolio
Materials Portfolio (retail class)
Fidelity Advisor Materials Fund: Class A
Fidelity Advisor Materials Fund: Class C
Fidelity Advisor Materials Fund: Class M
Fidelity Advisor Materials Fund: Class I
Medical Equipment and Systems Portfolio
Multimedia Portfolio
Natural Gas Portfolio
Natural Resources Portfolio
Pharmaceuticals Portfolio
Retailing Portfolio
Semiconductors Portfolio
Software and IT Services Portfolio
Technology Portfolio
Telecommunications Portfolio (retail class)
Fidelity Advisor Telecommunications Fund: Class A
Fidelity Advisor Telecommunications Fund: Class C
Fidelity Advisor Telecommunications Fund: Class M
Fidelity Advisor Telecommunications Fund: Class I
Transportation Portfolio
Utilities Portfolio
Wireless Portfolio
Fidelity Flex Real Estate Fund
Fidelity International Real Estate Fund (retail class)
Fidelity Advisor International Real Estate Fund: Class A
Fidelity Advisor International Real Estate Fund: Class C
Fidelity Advisor International Real Estate Fund: Class M
Fidelity Advisor International Real Estate Fund: Class I
Fidelity Real Estate Investment Portfolio
Fidelity Telecom and Utilities Fund
FIDELITY COVINGTON TRUST
Fidelity MSCI Consumer Discretionary Index ETF
Fidelity MSCI Consumer Staples Index ETF
Fidelity MSCI Energy Index ETF
Fidelity MSCI Financials Index ETF
Fidelity MSCI Health Care Index ETF
Fidelity MSCI Industrials Index ETF
Fidelity MSCI Information Technology Index ETF

47

TRUST/Fund	Number of Shares Outstanding as of July 31, 2017
Fidelity MSCI Materials Index ETF
Fidelity MSCI Telecommunication Services Index ETF
Fidelity MSCI Utilities Index ETF
Fidelity MSCI Real Estate Index ETF
Fidelity Core Dividend ETF
Fidelity Dividend ETF for Rising Rates
Fidelity Low Volatility Factor ETF
Fidelity Momentum Factor ETF
Fidelity Quality Factor ETF
Fidelity Value Factor ETF
FIDELITY COMMONWEALTH TRUST
Fidelity Nasdaq Composite Index Tracking Stock
FIDELITY COMMONWEALTH TRUST II
Fidelity International Enhanced Index Fund
Fidelity Large Cap Core Enhanced Index Fund
Fidelity Large Cap Growth Enhanced Index Fund
Fidelity Large Cap Value Enhanced Index Fund
Fidelity Mid Cap Enhanced Index Fund
Fidelity Small Cap Enhanced Index Fund

48

APPENDIX I

To the knowledge of the trusts, substantial (5% or more) record and/or beneficial ownership of each fund or class on July 31, 2017 was as follows:

FIDELITY ADVISOR SERIES VII
Class Name	Owner Name	City	State	Ownership %
FIDELITY SELECT PORTFOLIOS
Fund or Class Name	Owner Name	City	State	Ownership %
FIDELITY COVINGTON TRUST
Fund Name	Owner Name	City	State	Ownership %
FIDELITY COMMONWEALTH TRUST
Fund Name	Owner Name	City	State	Ownership %
FIDELITY COMMONWEALTH TRUST II
Fund Name	Owner Name	City	State	Ownership %

* The ownership information shown above is for a class of shares of the fund.

[To the knowledge of the trusts, no other shareholder owned of record or beneficially more than 5% of the outstanding shares of each class of the funds on that date.]

[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.]

49

APPENDIX J

The following chart lists the lengths of service of each current Trustee or Advisory Board Member of each trust.

	Interested Trustee*	Independent Trustees
Trust	Brian B. Hogan	Donald F. Donahue	David A. Rosow	Garnett A. Smith	Carol B. Tomé	Michael E. Wiley
Fidelity Advisor Series VII	Trustee 2014	Advisory Board Member 2015	Trustee 2013	Trustee 2013	Advisory Board Member 2017	Trustee 2008
Fidelity Select Portfolios	Trustee 2014	Advisory Board Member 2015	Trustee 2013	Trustee 2013	Advisory Board Member 2017	Trustee 2008
Fidelity Covington Trust	Trustee 2014	Advisory Board Member 2015	Trustee 2013	Trustee 2013	Advisory Board Member 2017	Trustee 2013
Fidelity Commonwealth Trust	Trustee 2017	Trustee 2017	Trustee 2017	Trustee 2017	Trustee 2017	Trustee 2017
Fidelity Commonwealth Trust II	Trustee 2017	Trustee 2017	Trustee 2017	Trustee 2017	Trustee 2017	Trustee 2017

* Trustee has been determined to be “interested” by virtue of, among other things, his affiliation with a trust or various entities under common control with SelectCo, FMRC, and FMR.

50

APPENDIX K

The following table provides the number of meetings the Board of Trustees and each standing committee held during each of the fiscal year ends listed in the table. See Appendix A for each fund’s fiscal year end.

	Number of Meetings
Fiscal Year End	Board of Trustees	Operations Committee	Audit Committee	Fair Valuation Committee	Governance and Nominating Committee
11/30/2016	6	7	3	3	4
1/31/2017	5	9	5	4	5
2/28/2017	5	8	5	4	5
7/31/2017	5	8	5	3	5
8/31/2017	[    ]	[    ]	[    ]	[    ]	[    ]

51

APPENDIX L

Information regarding nominee and Trustee ownership of fund shares as of July 31, 2017 is provided below.

Interested Nominees

Dollar range of fund shares as of July 31, 2017	James C. Curvey	Charles S. Morrison
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund
Fidelity Advisor Communications Equipment Fund
Fidelity Advisor Consumer Discretionary Fund
Fidelity Advisor Energy Fund
Fidelity Advisor Financial Services Fund
Fidelity Advisor Global Real Estate Fund
Fidelity Advisor Health Care Fund
Fidelity Advisor Industrials Fund
Fidelity Advisor Real Estate Fund
Fidelity Advisor Semiconductors Fund
Fidelity Advisor Technology Fund
Fidelity Advisor Utilities Fund
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio
Automotive Portfolio
Banking Portfolio
Biotechnology Portfolio
Brokerage and Investment Management Portfolio
Chemicals Portfolio
Communications Equipment Portfolio
Computers Portfolio
Construction and Housing Portfolio
Consumer Discretionary Portfolio
Consumer Finance Portfolio
Consumer Staples Portfolio
Defense and Aerospace Portfolio
Energy Portfolio
Energy Service Portfolio
Environment and Alternative Energy Portfolio
Financial Services Portfolio
Gold Portfolio
Health Care Portfolio
Health Care Services Portfolio
Industrial Equipment Portfolio
Industrials Portfolio
Insurance Portfolio

52

IT Services Portfolio

Leisure Portfolio

Materials Portfolio

Medical Equipment and Systems Portfolio

Multimedia Portfolio

Natural Gas Portfolio

Natural Resources Portfolio

Pharmaceuticals Portfolio

Retailing Portfolio

Semiconductors Portfolio

Software and IT Services Portfolio

Technology Portfolio

Telecommunications Portfolio

Transportation Portfolio

Utilities Portfolio

Wireless Portfolio

Fidelity Flex Real Estate Fund

Fidelity International Real Estate Fund

Fidelity Real Estate Investment Portfolio

Fidelity Telecom and Utilities Fund

FIDELITY COVINGTON TRUST

Fidelity MSCI Consumer Discretionary Index ETF

Fidelity MSCI Consumer Staples Index ETF

Fidelity MSCI Energy Index ETF

Fidelity MSCI Financials Index ETF

Fidelity MSCI Health Care Index ETF

Fidelity MSCI Industrials Index ETF

Fidelity MSCI Information Technology Index ETF

Fidelity MSCI Materials Index ETF

Fidelity MSCI Telecommunication Services Index ETF

Fidelity MSCI Utilities Index ETF

Fidelity MSCI Real Estate Index ETF

Fidelity Core Dividend ETF

Fidelity Dividend ETF for Rising Rates

Fidelity Low Volatility Factor ETF

Fidelity Momentum Factor ETF

Fidelity Quality Factor ETF

Fidelity Value Factor ETF

FIDELITY COMMONWEALTH TRUST

Fidelity Nasdaq Composite Index Tracking Stock

53

FIDELITY COMMONWEALTH TRUST II

Fidelity International Enhanced Index Fund

Fidelity Large Cap Core Enhanced Index Fund

Fidelity Large Cap Growth Enhanced Index Fund

Fidelity Large Cap Value Enhanced Index Fund

Fidelity Mid Cap Enhanced Index Fund

Fidelity Small Cap Enhanced Index Fund

AGGREGATE DOLLAR RANGE OF

FUND SHARES IN ALL FUNDS

OVERSEEN WITHIN FUND FAMILY

Independent Nominees

Dollar range of fund shares as of July 31, 2017	Dennis J. Dirks	Donald F. Donahue	Alan J. Lacy	Ned C. Lautenbach	Joseph Mauriello
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund
Fidelity Advisor Communications Equipment Fund
Fidelity Advisor Consumer Discretionary Fund
Fidelity Advisor Energy Fund
Fidelity Advisor Financial Services Fund
Fidelity Advisor Global Real Estate Fund
Fidelity Advisor Health Care Fund
Fidelity Advisor Industrials Fund
Fidelity Advisor Real Estate Fund
Fidelity Advisor Semiconductors Fund
Fidelity Advisor Technology Fund
Fidelity Advisor Utilities Fund
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio

54

Automotive Portfolio

Banking Portfolio

Biotechnology Portfolio

Brokerage and Investment Management Portfolio

Chemicals Portfolio

Communications Equipment Portfolio

Computers Portfolio

Construction and Housing Portfolio

Consumer Discretionary Portfolio

Consumer Finance Portfolio

Consumer Staples Portfolio

Defense and Aerospace Portfolio

Energy Portfolio

Energy Service Portfolio

Environment and Alternative Energy Portfolio

Financial Services Portfolio

Gold Portfolio

Health Care Portfolio

Health Care Services Portfolio

Industrial Equipment Portfolio

Industrials Portfolio

Insurance Portfolio

IT Services Portfolio

Leisure Portfolio

Materials Portfolio

Medical Equipment and Systems Portfolio

Multimedia Portfolio

Natural Gas Portfolio

Natural Resources Portfolio

Pharmaceuticals Portfolio

Retailing Portfolio

Semiconductors Portfolio

Software and IT Services Portfolio

Technology Portfolio

Telecommunications Portfolio

55

Transportation Portfolio

Utilities Portfolio

Wireless Portfolio

Fidelity Flex Real Estate Fund

Fidelity International Real Estate Fund

Fidelity Real Estate Investment Portfolio

Fidelity Telecom and Utilities Fund

FIDELITY COVINGTON TRUST

Fidelity MSCI Consumer Discretionary Index ETF

Fidelity MSCI Consumer Staples Index ETF

Fidelity MSCI Energy Index ETF

Fidelity MSCI Financials Index ETF

Fidelity MSCI Health Care Index ETF

Fidelity MSCI Industrials Index ETF

Fidelity MSCI Information Technology Index ETF

Fidelity MSCI Materials Index ETF

Fidelity MSCI Telecommunication Services Index ETF

Fidelity MSCI Utilities Index ETF

Fidelity MSCI Real Estate Index ETF

Fidelity Core Dividend ETF

Fidelity Dividend ETF for Rising Rates

Fidelity Low Volatility Factor ETF

Fidelity Momentum Factor ETF

Fidelity Quality Factor ETF

Fidelity Value Factor ETF

56

FIDELITY COMMONWEALTH TRUST
Fidelity Nasdaq Composite Index Tracking Stock
FIDELITY COMMONWEALTH TRUST II
Fidelity International Enhanced Index Fund
Fidelity Large Cap Core Enhanced Index Fund
Fidelity Large Cap Growth Enhanced Index Fund
Fidelity Large Cap Value Enhanced Index Fund
Fidelity Mid Cap Enhanced Index Fund
Fidelity Small Cap Enhanced Index Fund
AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY
Dollar range of fund shares as of July 31, 2017	Cornelia M. Small	Garnett A. Smith	David M. Thomas	Michael E. Wiley
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund
Fidelity Advisor Communications Equipment Fund
Fidelity Advisor Consumer Discretionary Fund
Fidelity Advisor Energy Fund
Fidelity Advisor Financial Services Fund
Fidelity Advisor Global Real Estate Fund
Fidelity Advisor Health Care Fund
Fidelity Advisor Industrials Fund
Fidelity Advisor Real Estate Fund

57

Fidelity Advisor Semiconductors Fund

Fidelity Advisor Technology Fund

Fidelity Advisor Utilities Fund

FIDELITY SELECT PORTFOLIOS

Air Transportation Portfolio

Automotive Portfolio

Banking Portfolio

Biotechnology Portfolio

Brokerage and Investment Management Portfolio

Chemicals Portfolio

Communications Equipment Portfolio

Computers Portfolio

Construction and Housing Portfolio

Consumer Discretionary Portfolio

Consumer Finance Portfolio

Consumer Staples Portfolio

Defense and Aerospace Portfolio

Energy Portfolio

Energy Service Portfolio

Environment and Alternative Energy Portfolio

Financial Services Portfolio

Gold Portfolio

Health Care Portfolio

Health Care Services Portfolio

Industrial Equipment Portfolio

Industrials Portfolio

Insurance Portfolio

IT Services Portfolio

Leisure Portfolio

Materials Portfolio

Medical Equipment and Systems Portfolio

Multimedia Portfolio

Natural Gas Portfolio

58

Natural Resources Portfolio

Pharmaceuticals Portfolio

Retailing Portfolio

Semiconductors Portfolio

Software and IT Services Portfolio

Technology Portfolio

Telecommunications Portfolio

Transportation Portfolio

Utilities Portfolio

Wireless Portfolio

Fidelity Flex Real Estate Fund

Fidelity International Real Estate Fund

Fidelity Real Estate Investment Portfolio

Fidelity Telecom and Utilities Fund

FIDELITY COVINGTON TRUST

Fidelity MSCI Consumer Discretionary Index ETF

Fidelity MSCI Consumer Staples Index ETF

Fidelity MSCI Energy Index ETF

Fidelity MSCI Financials Index ETF

Fidelity MSCI Health Care Index ETF

Fidelity MSCI Industrials Index ETF

Fidelity MSCI Information Technology Index ETF

Fidelity MSCI Materials Index ETF

Fidelity MSCI Telecommunication Services Index ETF

Fidelity MSCI Utilities Index ETF

Fidelity MSCI Real Estate Index ETF

Fidelity Core Dividend ETF

Fidelity Dividend ETF for Rising Rates

Fidelity Low Volatility Factor ETF

Fidelity Momentum Factor ETF

59

Fidelity Quality Factor ETF

Fidelity Value Factor ETF

FIDELITY COMMONWEALTH TRUST

Fidelity Nasdaq Composite Index Tracking Stock

FIDELITY COMMONWEALTH TRUST II

Fidelity International Enhanced Index Fund

Fidelity Large Cap Core Enhanced Index Fund

Fidelity Large Cap Growth Enhanced Index Fund

Fidelity Large Cap Value Enhanced Index Fund

Fidelity Mid Cap Enhanced Index Fund

Fidelity Small Cap Enhanced Index Fund

AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY

Interested Trustee

Dollar range of fund shares as of July 31, 2017	Brian B. Hogan
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund
Fidelity Advisor Communications Equipment Fund
Fidelity Advisor Consumer Discretionary Fund
Fidelity Advisor Energy Fund
Fidelity Advisor Financial Services Fund
Fidelity Advisor Global Real Estate Fund
Fidelity Advisor Health Care Fund
Fidelity Advisor Industrials Fund
Fidelity Advisor Real Estate Fund
Fidelity Advisor Semiconductors Fund
Fidelity Advisor Technology Fund
Fidelity Advisor Utilities Fund

60

FIDELITY SELECT PORTFOLIOS

Air Transportation Portfolio

Automotive Portfolio

Banking Portfolio

Biotechnology Portfolio

Brokerage and Investment Management Portfolio

Chemicals Portfolio

Communications Equipment Portfolio

Computers Portfolio

Construction and Housing Portfolio

Consumer Discretionary Portfolio

Consumer Finance Portfolio

Consumer Staples Portfolio

Defense and Aerospace Portfolio

Energy Portfolio

Energy Service Portfolio

Environment and Alternative Energy Portfolio

Financial Services Portfolio

Gold Portfolio

Health Care Portfolio

Health Care Services Portfolio

Industrial Equipment Portfolio

Industrials Portfolio

Insurance Portfolio

IT Services Portfolio

Leisure Portfolio

Materials Portfolio

Medical Equipment and Systems Portfolio

Multimedia Portfolio

Natural Gas Portfolio

Natural Resources Portfolio

Pharmaceuticals Portfolio

Retailing Portfolio

Semiconductors Portfolio

Software and IT Services Portfolio

Technology Portfolio

Telecommunications Portfolio

Transportation Portfolio

Utilities Portfolio

Wireless Portfolio

Fidelity Flex Real Estate Fund

Fidelity International Real Estate Fund

Fidelity Real Estate Investment Portfolio

Fidelity Telecom and Utilities Fund

FIDELITY COVINGTON TRUST

Fidelity MSCI Consumer Discretionary Index ETF

61

Fidelity MSCI Consumer Staples Index ETF

Fidelity MSCI Energy Index ETF

Fidelity MSCI Financials Index ETF

Fidelity MSCI Health Care Index ETF

Fidelity MSCI Industrials Index ETF

Fidelity MSCI Information Technology Index ETF

Fidelity MSCI Materials Index ETF

Fidelity MSCI Telecommunication Services Index ETF

Fidelity MSCI Utilities Index ETF

Fidelity MSCI Real Estate Index ETF

Fidelity Core Dividend ETF

Fidelity Dividend ETF for Rising Rates

Fidelity Low Volatility Factor ETF

Fidelity Momentum Factor ETF

Fidelity Quality Factor ETF

Fidelity Value Factor ETF

FIDELITY COMMONWEALTH TRUST

Fidelity Nasdaq Composite Index Tracking Stock

FIDELITY COMMONWEALTH TRUST II

Fidelity International Enhanced Index Fund

Fidelity Large Cap Core Enhanced Index Fund

Fidelity Large Cap Growth Enhanced Index Fund

Fidelity Large Cap Value Enhanced Index Fund

Fidelity Mid Cap Enhanced Index Fund

Fidelity Small Cap Enhanced Index Fund

AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY

Independent Trustees

Dollar range of fund shares as of July 31, 2017	David A. Rosow	Carol B. Tomé
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund
Fidelity Advisor Communications Equipment Fund
Fidelity Advisor Consumer Discretionary Fund

62

Fidelity Advisor Energy Fund

Fidelity Advisor Financial Services Fund

Fidelity Advisor Global Real Estate Fund

Fidelity Advisor Health Care Fund

Fidelity Advisor Industrials Fund

Fidelity Advisor Real Estate Fund

Fidelity Advisor Semiconductors Fund

Fidelity Advisor Technology Fund

Fidelity Advisor Utilities Fund

FIDELITY SELECT PORTFOLIOS

Air Transportation Portfolio

Automotive Portfolio

Banking Portfolio

Biotechnology Portfolio

Brokerage and Investment Management Portfolio

Chemicals Portfolio

Communications Equipment Portfolio

Computers Portfolio

Construction and Housing Portfolio

Consumer Discretionary Portfolio

Consumer Finance Portfolio

Consumer Staples Portfolio

Defense and Aerospace Portfolio

Energy Portfolio

Energy Service Portfolio

Environment and Alternative Energy Portfolio

Financial Services Portfolio

Gold Portfolio

Health Care Portfolio

Health Care Services Portfolio

Industrial Equipment Portfolio

Industrials Portfolio

Insurance Portfolio

IT Services Portfolio

Leisure Portfolio

Materials Portfolio

Medical Equipment and Systems Portfolio

Multimedia Portfolio

Natural Gas Portfolio

Natural Resources Portfolio

Pharmaceuticals Portfolio

Retailing Portfolio

Semiconductors Portfolio

Software and IT Services Portfolio

Technology Portfolio

Telecommunications Portfolio

Transportation Portfolio

63

Utilities Portfolio

Wireless Portfolio

Fidelity Flex Real Estate Fund

Fidelity International Real Estate Fund

Fidelity Real Estate Investment Portfolio

Fidelity Telecom and Utilities Fund

FIDELITY COVINGTON TRUST

Fidelity MSCI Consumer Discretionary Index ETF

Fidelity MSCI Consumer Staples Index ETF

Fidelity MSCI Energy Index ETF

Fidelity MSCI Financials Index ETF

Fidelity MSCI Health Care Index ETF

Fidelity MSCI Industrials Index ETF

Fidelity MSCI Information Technology Index ETF

Fidelity MSCI Materials Index ETF

Fidelity MSCI Telecommunication Services Index ETF

Fidelity MSCI Utilities Index ETF

Fidelity MSCI Real Estate Index ETF

Fidelity Core Dividend ETF

Fidelity Dividend ETF for Rising Rates

Fidelity Low Volatility Factor ETF

Fidelity Momentum Factor ETF

Fidelity Quality Factor ETF

Fidelity Value Factor ETF

FIDELITY COMMONWEALTH TRUST

Fidelity Nasdaq Composite Index Tracking Stock

FIDELITY COMMONWEALTH TRUST II

Fidelity International Enhanced Index Fund

Fidelity Large Cap Core Enhanced Index Fund

Fidelity Large Cap Growth Enhanced Index Fund

Fidelity Large Cap Value Enhanced Index Fund

Fidelity Mid Cap Enhanced Index Fund

Fidelity Small Cap Enhanced Index Fund

AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY

64

APPENDIX M

The following table sets forth information describing the compensation of each Trustee and member of the Advisory Board for his or her services, for each fund’s fiscal year end (refer to Appendix A for fiscal year end information) or the calendar year ended December 31, 2016, as applicable. Brian B. Hogan is an interested person and is compensated by Fidelity.

Compensation Table

AGGREGATE COMPENSATION FROM A FUND	Donald F. Donahue		David A. Rosow		Garnett A. Smith		Carol B. Tomé1		Michael E. Wiley
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund	$	11,760	$	12,147	$	11,760	$	6,250	$	13,232
Fidelity Advisor Communications Equipment Fund	$	80	$	82	$	80	$	48	$	90
Fidelity Advisor Consumer Discretionary Fund	$	1,334	$	1,378	$	1,334	$	712	$	1,501
Fidelity Advisor Energy Fund2	$	4,717	$	4,872	$	4,717	$	2,666	$	5,304
Fidelity Advisor Financial Services Fund	$	1,291	$	1,332	$	1,291	$	855	$	1,453
Fidelity Advisor Global Real Estate Fund3	$	10	$	10	$	10	$	6	$	11
Fidelity Advisor Health Care Fund	$	11,686	$	12,070	$	11,686	$	6,207	$	13,149
Fidelity Advisor Industrials Fund	$	3,247	$	3,351	$	3,247	$	1,996	$	3,653
Fidelity Advisor Real Estate Fund4	$	4,239	$	4,378	$	4,239	$	2,193	$	4,769
Fidelity Advisor Semiconductors Fund	$	725	$	748	$	725	$	475	$	816
Fidelity Advisor Technology Fund5	$	6,145	$	6,347	$	6,145	$	3,140	$	6,917
Fidelity Advisor Utilities Fund	$	1,435	$	1,482	$	1,435	$	745	$	1,614
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio	$	1,556	$	1,617	$	1,556	$	294	$	1,751
Automotive Portfolio	$	300	$	311	$	300	$	44	$	337
Banking Portfolio	$	3,378	$	3,508	$	3,378	$	872	$	3,795
Biotechnology Portfolio6	$	48,491	$	50,370	$	48,491	$	7,311	$	54,580
Brokerage and Investment7 Management Portfolio	$	1,601	$	1,663	$	1,601	$	301	$	1,801
Chemicals Portfolio8	$	6,243	$	6,485	$	6,243	$	1,192	$	7,021
Communications Equipment Portfolio	$	899	$	934	$	899	$	165	$	1,011
Computers Portfolio9	$	1,974	$	2,051	$	1,974	$	341	$	2,221
Construction and Housing Portfolio	$	2,276	$	2,364	$	2,276	$	320	$	2,562
Consumer Discretionary Portfolio	$	5,027	$	5,221	$	5,027	$	663	$	5,660
Consumer Finance Portfolio	$	443	$	461	$	443	$	80	$	499
Consumer Staples Portfolio10	$	15,563	$	16,166	$	15,563	$	2,238	$	17,518
Defense and Aerospace Portfolio11	$	5,224	$	5,426	$	5,224	$	1,179	$	5,871

65

Energy Portfolio12	$	11,431	$	11,873	$	11,431	$	2,072	$	12,856
Energy Service Portfolio13	$	2,566	$	2,665	$	2,566	$	566	$	2,885
Environment and Alternative Energy Portfolio	$	458	$	476	$	458	$	100	$	515
Financial Services Portfolio	$	4,976	$	5,169	$	4,976	$	777	$	5,600
Gold Portfolio14	$	8,053	$	8,364	$	8,053	$	1,137	$	9,064
Health Care Portfolio15	$	35,262	$	36,627	$	35,262	$	5,023	$	39,696
Health Care Services Portfolio16	$	3,977	$	4,131	$	3,977	$	587	$	4,476
Industrial Equipment Portfolio	$	904	$	939	$	904	$	158	$	1,017
Industrials Portfolio17	$	4,976	$	5,168	$	4,976	$	755	$	5,600
Insurance Portfolio	$	2,717	$	2,823	$	2,717	$	544	$	3,055
IT Services Portfolio	$	9,004	$	9,353	$	9,004	$	1,329	$	10,135
Leisure Portfolio	$	1,968	$	2,045	$	1,968	$	326	$	2,215
Materials Portfolio18	$	6,918	$	7,186	$	6,918	$	1,169	$	7,783
Medical Equipment and Systems Portfolio19	$	12,279	$	12,754	$	12,279	$	2,210	$	13,811
Multimedia Portfolio	$	2,754	$	2,861	$	2,754	$	478	$	3,099
Natural Gas Portfolio20	$	1,970	$	2,046	$	1,970	$	456	$	2,214
Natural Resources Portfolio21	$	3,854	$	4,003	$	3,854	$	790	$	4,332
Pharmaceuticals Portfolio22	$	6,990	$	7,261	$	6,990	$	838	$	7,873
Retailing Portfolio	$	9,701	$	10,076	$	9,701	$	1,585	$	10,915
Semiconductors Portfolio23	$	8,980	$	9,328	$	8,980	$	2,136	$	10,091
Software and IT Services Portfolio24	$	17,341	$	18,012	$	17,341	$	3,225	$	19,504
Technology Portfolio25	$	15,632	$	16,238	$	15,632	$	2,887	$	17,584
Telecommunications Portfolio	$	4,207	$	4,370	$	4,207	$	614	$	4,735
Transportation Portfolio	$	2,185	$	2,270	$	2,185	$	501	$	2,456
Utilities Portfolio	$	4,306	$	4,472	$	4,306	$	552	$	4,848
Wireless Portfolio	$	1,035	$	1,075	$	1,035	$	171	$	1,164
Fidelity Flex Real Estate Fund26	$	0	$	0	$	0	$	0	$	0
Fidelity International Real Estate Fund	$	1,866	$	1,928	$	1,866	$	950	$	2,100
Fidelity Real Estate Investment Portfolio27	$	22,025	$	22,754	$	22,025	$	11,347	$	24,773
Fidelity Telecom and Utilities Fund28	$	4,951	$	5,086	$	4,897	$	377	$	5,508
FIDELITY COVINGTON TRUST
Fidelity MSCI Consumer Discretionary Index ETF	$	1,151	$	1,189	$	1,151	$	653	$	1,296
Fidelity MSCI Consumer Staples Index ETF	$	1,242	$	1,282	$	1,242	$	669	$	1,398
Fidelity MSCI Energy Index ETF	$	2,105	$	2,174	$	2,105	$	1,204	$	2,367
Fidelity MSCI Financials Index ETF	$	2,403	$	2,474	$	2,403	$	1,832	$	2,705
Fidelity MSCI Health Care Index ETF	$	2,920	$	3,014	$	2,920	$	1,653	$	3,286
Fidelity MSCI Industrials Index ETF	$	1,117	$	1,151	$	1,117	$	779	$	1,257
Fidelity MSCI Information Technology Index ETF	$	2,828	$	2,917	$	2,828	$	1,866	$	3,185
Fidelity MSCI Materials Index ETF	$	737	$	760	$	737	$	494	$	830

66

Fidelity MSCI Telecommunication Services Index ETF	$	646	$	667	$	646	$	327	$	727
Fidelity MSCI Utilities Index ETF	$	1,087	$	1,122	$	1,087	$	579	$	1,224
Fidelity MSCI Real Estate Index ETF	$	1,032	$	1,065	$	1,032	$	611	$	1,161
Fidelity Core Dividend ETF29	$	117	$	120	$	117	$	98	$	132
Fidelity Dividend ETF for Rising Rates29	$	232	$	238	$	232	$	208	$	261
Fidelity Low Volatility Factor ETF29	$	52	$	53	$	52	$	46	$	58
Fidelity Momentum Factor ETF29	$	51	$	53	$	51	$	44	$	58
Fidelity Quality Factor ETF29	$	69	$	71	$	69	$	60	$	78
Fidelity Value Factor ETF29	$	69	$	71	$	69	$	61	$	78
FIDELITY COMMONWEALTH TRUST
Fidelity Nasdaq Composite Index Tracking Stock30	$	—	$	—	$	—	$	—	$	—
FIDELITY COMMONWEALTH TRUST II
Fidelity International Enhanced Index Fund31, 32	$	—	$	—	$	—	$	—	$	—
Fidelity Large Cap Core Enhanced Index Fund31, 32	$	—	$	—	$	—	$	—	$	—
Fidelity Large Cap Growth Enhanced Index Fund31, 32	$	—	$	—	$	—	$	—	$	—
Fidelity Large Cap Value Enhanced Index Fund31, 32	$	—	$	—	$	—	$	—	$	—
Fidelity Mid Cap Enhanced Index Fund31, 32	$	—	$	—	$	—	$	—	$	—
Fidelity Small Cap Enhanced Index Fund32	$	—	$	—	$	—	$	—	$	—
TOTAL COMPENSATION FROM THE FUND COMPLEX33	$	394,000	$	404,000	$	389,000	$	0	$	439,000

¹ Effective January 1, 2017, Ms. Tomé serves as a member of the Advisory Board for Fidelity Advisor Series VII, Fidelity Select Portfolios, and Fidelity Covington Trust.

² Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $4,264; Garnett A. Smith, $4,264; Carol B. Tomé, $2,062; and Michael E. Wiley, $4,422.

³ Fund commenced operations on August 11, 2016.

⁴  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $3,823; Garnett A. Smith, $3,823; Carol B. Tomé, $1,730; and Michael E. Wiley, $3,960.

⁵ Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $5,549; Garnett A. Smith, $5,549; Carol B. Tomé, $2,561; and Michael E. Wiley, $5,756.

⁶ Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $43,837; Garnett A. Smith, $43,837; Carol B. Tomé, $3,217; and Michael E. Wiley, $44,092.

67

⁷  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $1,448; Garnett A. Smith, $1,448; Carol B. Tomé, $136; and Michael E. Wiley, $1,457.

⁸  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $5,639; Garnett A. Smith, $5,639; Carol B. Tomé, $533; and Michael E. Wiley, $5,672.

⁹  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $1,785; Garnett A. Smith, $1,785; Carol B. Tomé, $152; and Michael E. Wiley, $1,796.

¹⁰  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $14,054; Garnett A. Smith, $14,054; Carol B. Tomé, $987; and Michael E. Wiley, $14,132.

¹¹  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $4,722; Garnett A. Smith, $4,722; Carol B. Tomé, $525; and Michael E. Wiley, $4,753.

¹²  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $10,320; Garnett A. Smith, $10,320; Carol B. Tomé, $910; and Michael E. Wiley, $10,381.

¹³  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $2,316; Garnett A. Smith, $2,316; Carol B. Tomé, $273; and Michael E. Wiley, $2,332.

¹⁴  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $7,247; Garnett A. Smith, $7,247; Carol B. Tomé, $536; and Michael E. Wiley, $7,281.

¹⁵  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $31,866; Garnett A. Smith, $31,866; Carol B. Tomé, $2,232; and Michael E. Wiley, $32,048.

¹⁶  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $3,592; Garnett A. Smith, $3,592; Carol B. Tomé, $262; and Michael E. Wiley, $3,614.

¹⁷  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $4,492; Garnett A. Smith, $4,492; Carol B. Tomé, $338; and Michael E. Wiley, $4,519.

¹⁸  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $6,251; Garnett A. Smith, $6,251; Carol B. Tomé, $524; and Michael E. Wiley, $6,289.

¹⁹  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $11,080; Garnett A. Smith, $11,080; Carol B. Tomé, $998; and Michael E. Wiley, $11,135.

²⁰  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $1,777; Garnett A. Smith, $1,777; Carol B. Tomé, $210; and Michael E. Wiley, $1,788.

²¹  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $3,477; Garnett A. Smith, $3,477; Carol B. Tomé, $349; and Michael E. Wiley, $3,496.

68

²²  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $6,323; Garnett A. Smith, $6,323; Carol B. Tomé, $362; and Michael E. Wiley, $6,360.

²³  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $8,111; Garnett A. Smith, $8,111; Carol B. Tomé, $988; and Michael E. Wiley, $8,160.

²⁴  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $15,665; Garnett A. Smith, $15,665; Carol B. Tomé, $1,452; and Michael E. Wiley, $15,754.

²⁵  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $14,124; Garnett A. Smith, $14,124; Carol B. Tomé, $1,307; and Michael E. Wiley, $14,205.

²⁶  Fund commenced operations on March 8, 2017.

²⁷  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $19,869; Garnett A. Smith, $19,869; Carol B. Tomé, $8,875; and Michael E. Wiley, $20,554.

²⁸  Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $4,408; Garnett A. Smith, $4,408; and Michael E. Wiley, $4,427.

²⁹  Fund commenced operations on September 12, 2016.

³⁰ Each Trustee was elected as a Trustee effective January 19, 2017.

³¹ Each Trustee was elected as a Trustee effective March 31, 2017.

³² Compensation information presented for the fund is for the fiscal year ended February 28, 2017.

³³  Reflects compensation received for the calendar year ended December 31, 2016 for 82 funds of 4 trusts. Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Donald F. Donahue, $239,069; Garnett A. Smith, $239,069; and Michael E. Wiley, $240,000.

69

APPENDIX N

The policies to be eliminated under Proposal 2 are provided below.

Fund	Policy to be Eliminated
FIDELITY ADVISOR SERIES VII
Fidelity Advisor Biotechnology Fund	Fidelity Advisor Biotechnology Fund invests primarily in companies engaged in the research, development, manufacture, and distribution of various biotechnological products, services, and processes, and companies that benefit significantly from scientific and technological advances in biotechnology.
Fidelity Advisor Communications Equipment Fund	Fidelity Advisor Communications Equipment Fund invests primarily in companies engaged in the development, manufacture, or sale of communications equipment.
Fidelity Advisor Consumer Discretionary Fund	Fidelity Advisor Consumer Discretionary Fund invests primarily in companies engaged in the manufacture and distribution of consumer discretionary products and services.
Fidelity Advisor Energy Fund	Fidelity Advisor Energy Fund invests primarily in companies in the energy field, including the conventional areas of oil, gas, electricity and coal, and newer sources of energy such as nuclear, geothermal, oil shale and solar power.
Fidelity Advisor Financial Services Fund	Fidelity Advisor Financial Services Fund invests primarily in companies providing financial services to consumers and industry.
Fidelity Advisor Health Care Fund	Fidelity Advisor Health Care Fund invests primarily in companies engaged in the design, manufacture, or sale of products or services used for or in connection with health care or medicine.
Fidelity Advisor Industrials Fund	Fidelity Advisor Industrials Fund invests primarily in companies engaged in the research, development, manufacture, distribution, supply, or sale of industrial products, services, or equipment.
Fidelity Advisor Semiconductors Fund	Fidelity Advisor Semiconductors Fund invests primarily in companies engaged in the design, manufacture, or sale of electronic components (semiconductors, connectors, printed circuit boards and other components); equipment vendors to electronic component manufacturers; electronic component distributors; and electronic instruments and electronic systems vendors.
Fidelity Advisor Technology Fund	Fidelity Advisor Technology Fund invests primarily in companies which have, or will develop, products, processes or services that will provide or will benefit significantly from technological advances and improvements.
Fidelity Advisor Utilities Fund	Fidelity Advisor Utilities Fund invests primarily in companies in the utilities industry and companies deriving a majority of their revenues from their utility operations.
FIDELITY SELECT PORTFOLIOS
Air Transportation Portfolio	Air Transportation Portfolio invests primarily in companies engaged in the regional, national, and international movement of passengers, mail and freight via aircraft.
Automotive Portfolio	Automotive Portfolio invests primarily in companies engaged in the manufacture, marketing or sale of automobiles, trucks, specialty vehicles, parts, tires, and related services.
Banking Portfolio	Banking Portfolio invests primarily in companies engaged in banking.

70

Biotechnology Portfolio	Biotechnology Portfolio invests primarily in companies engaged in the research, development, manufacture, and distribution of various biotechnological products, services, and processes and companies that benefit significantly from scientific and technological advances in biotechnology.
Brokerage and Investment Management Portfolio	Brokerage and Investment Management Portfolio invests primarily in companies engaged in stock brokerage, commodity brokerage, investment banking, tax-advantaged investment or investment sales, investment management, or related investment advisory services.
Chemicals Portfolio	Chemicals Portfolio invests primarily in companies engaged in the research, development, manufacture or marketing of products or services related to the chemical process industries.
Communications Equipment Portfolio	Communications Equipment Portfolio invests primarily in companies engaged in the development, manufacture, or sale of communications equipment.
Computers Portfolio	Computers Portfolio invests primarily in companies engaged in research, design, development, manufacture or distribution of products, processes or services that relate to currently available or experimental hardware technology within the computer industry.
Construction and Housing Portfolio	Construction and Housing Portfolio invests primarily in companies engaged in the design and construction of residential, commercial, industrial and public works facilities, as well as companies engaged in the manufacture, supply, distribution, or sale of construction and housing products or services.
Consumer Discretionary Portfolio	Consumer Discretionary Portfolio invests primarily in companies engaged in the manufacture and distribution of consumer discretionary products and services.
Consumer Finance Portfolio	Consumer Finance Portfolio invests primarily in companies providing products and services associated with consumer finance.
Consumer Staples Portfolio	Consumer Staples Portfolio invests primarily in companies engaged in the manufacture, sale, or distribution of consumer staples.
Defense and Aerospace Portfolio	Defense and Aerospace Portfolio invests primarily in companies engaged in the research, manufacture or sale of products or services related to the defense or aerospace industries.
Energy Portfolio	Energy Portfolio invests primarily in companies in the energy field, including the conventional areas of oil, gas, electricity and coal, and newer sources of energy such as nuclear, geothermal, oil shale and solar power.
Energy Service Portfolio	Energy Service Portfolio invests primarily in companies in the energy service field, including those that provide services and equipment to the conventional areas of oil, gas, electricity and coal, and newer sources of energy such as nuclear, geothermal, oil shale and solar power.
Environment and Alternative Energy Portfolio	Environment and Alternative Energy Portfolio invests primarily in companies engaged in business activities related to alternative and renewable energy, energy efficiency, pollution control, water infrastructure, waste and recycling technologies, or other environmental support services.
Financial Services Portfolio	Financial Services Portfolio invests primarily in companies that provide financial services to consumers and industry.
Gold Portfolio	Gold Portfolio invests primarily in companies engaged in exploration, mining, processing, or dealing in gold, or, to a lesser degree, in silver, platinum, diamonds, or other precious metals and minerals.

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Health Care Portfolio	Health Care Portfolio invests primarily in companies engaged in the design, manufacture, or sale of products or services used for or in connection with health care or medicine.
Health Care Services Portfolio	Health Care Services Portfolio invests primarily in companies engaged in the ownership or management of hospitals, nursing homes, health maintenance organizations, and other companies specializing in the delivery of health care services.
Industrial Equipment Portfolio	Industrial Equipment Portfolio invests primarily in companies engaged in the manufacture, distribution or service of products and equipment for the industrial sector, including integrated producers of capital equipment (such as general industrial machinery, farm equipment, and computers), parts suppliers and subcontractors.
Industrials Portfolio	Industrials Portfolio invests primarily in companies engaged in the research, development, manufacture, distribution, supply, or sale of industrial products, services, or equipment.
Insurance Portfolio	Insurance Portfolio invests primarily in companies engaged in underwriting, reinsuring, selling, distributing, or placing of property and casualty, life, or health insurance.
IT Services Portfolio	IT Services Portfolio invests primarily in companies engaged in providing information technology services.
Leisure Portfolio	Leisure Portfolio invests primarily in companies engaged in the design, production, or distribution of goods or services in the leisure industries.
Materials Portfolio	Materials Portfolio invests primarily in companies engaged in the manufacture, mining, processing, or distribution of raw materials and intermediate goods.
Medical Equipment and Systems Portfolio	Medical Equipment and Systems Portfolio invests primarily in companies engaged in research, development, manufacture, distribution, supply or sale of medical equipment and devices and related technologies.
Multimedia Portfolio	Multimedia Portfolio invests primarily in companies engaged in the development, production, sale and distribution of goods or services used in the broadcast and media industries.
Natural Gas Portfolio	Natural Gas Portfolio invests primarily in companies engaged in the production, transmission, and distribution of natural gas, and involved in the exploration of potential natural gas sources, as well as those companies that provide services and equipment to natural gas producers, refineries, cogeneration facilities, converters, and distributors.
Natural Resources Portfolio	Natural Resources Portfolio invests primarily in companies that own or develop natural resources, or supply goods and services to such companies.
Pharmaceuticals Portfolio	Pharmaceuticals Portfolio invests primarily in companies engaged in the research, development, manufacture, sale, or distribution of pharmaceuticals and drugs of all types.
Retailing Portfolio	Retailing Portfolio invests primarily in companies engaged in merchandising finished goods and services primarily to individual consumers.
Semiconductors Portfolio	Semiconductors Portfolio invests primarily in companies engaged in the design, manufacture, or sale of electronic components (semiconductors, connectors, printed circuit boards and other components); equipment vendors to electronic component manufacturers; electronic component distributors; and electronic instruments and electronic systems vendors.

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Software and IT Services Portfolio	Software and IT Services Portfolio invests primarily in companies engaged in research, design, production or distribution of products or processes that relate to software or information-based services.
Technology Portfolio	Technology Portfolio invests primarily in companies which the fund’s adviser believes have, or will develop, products, processes or services that will provide or will benefit significantly from technological advances and improvements.
Telecommunications Portfolio	Telecommunications Portfolio invests primarily in companies engaged in the development, manufacture, or sale of communications services or communications equipment.
Transportation Portfolio	Transportation Portfolio invests primarily in companies engaged in providing transportation services or companies engaged in the design, manufacture, distribution, or sale of transportation equipment.
Utilities Portfolio	Utilities Portfolio invests primarily in companies in the utilities industry and companies deriving a majority of their revenues from their utility operations.
Wireless Portfolio	Wireless Portfolio invests primarily in companies engaged in activities relating to wireless communications services or products.

73

APPENDIX O

Fees billed by PwC or Deloitte Entities in each of the last two fiscal years for services rendered to each fund are shown in the table below. Appendix A identifies the independent registered public accounting firm for each fund.

July 31, 2017A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity Advisor Biotechnology Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Communications Equipment Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Consumer Discretionary Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Energy Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Financial Services Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Global Real Estate Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Health Care Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Industrials Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Real Estate Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Semiconductors Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Technology Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Advisor Utilities Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
July 31, 2016A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity Advisor Biotechnology Fund	$	59,000	$	—	$	5,100	$	1,300
Fidelity Advisor Communications Equipment Fund	$	38,000	$	—	$	4,900	$	900
Fidelity Advisor Consumer Discretionary Fund	$	36,000	$	—	$	6,100	$	900
Fidelity Advisor Energy Fund	$	38,000	$	—	$	7,300	$	1,000
Fidelity Advisor Financial Services Fund	$	38,000	$	—	$	6,900	$	1,000
Fidelity Advisor Health Care Fund	$	39,000	$	—	$	6,200	$	1,200
Fidelity Advisor Industrials Fund	$	37,000	$	—	$	6,100	$	1,000
Fidelity Advisor Real Estate Fund	$	41,000	$	—	$	6,100	$	1,100
Fidelity Advisor Semiconductors Fund	$	36,000	$	—	$	5,200	$	900
Fidelity Advisor Technology Fund	$	53,000	$	—	$	6,100	$	1,100
Fidelity Advisor Utilities Fund	$	36,000	$	—	$	6,400	$	900
February 28, 2017 A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Air Transportation Portfolio	$	36,000	$	—	$	2,800	$	1,300
Automotive Portfolio	$	36,000	$	—	$	2,800	$	1,300
Banking Portfolio	$	36,000	$	—	$	3,000	$	1,300

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Biotechnology Portfolio	$	51,000	$	—	$	33,300	$	1,800
Brokerage and Investment Management Portfolio	$	36,000	$	—	$	5,000	$	1,300
Chemicals Portfolio	$	36,000	$	—	$	3,800	$	1,200
Communications Equipment Portfolio	$	36,000	$	—	$	2,800	$	1,300
Computers Portfolio	$	37,000	$	—	$	2,800	$	1,300
Construction and Housing Portfolio	$	36,000	$	—	$	2,800	$	1,200
Consumer Discretionary Portfolio	$	36,000	$	—	$	2,800	$	1,200
Consumer Finance Portfolio	$	38,000	$	—	$	3,900	$	1,300
Consumer Staples Portfolio	$	41,000	$	—	$	2,800	$	1,400
Defense and Aerospace Portfolio	$	36,000	$	—	$	2,800	$	1,300
Energy Portfolio	$	37,000	$	—	$	5,800	$	1,300
Energy Service Portfolio	$	37,000	$	—	$	9,700	$	1,300
Environment and Alternative Energy Portfolio	$	36,000	$	—	$	2,800	$	1,200
Financial Services Portfolio	$	37,000	$	—	$	3,200	$	1,300
Gold Portfolio	$	60,000	$	—	$	7,600	$	2,200
Health Care Portfolio	$	40,000	$	—	$	3,000	$	1,400
Health Care Services Portfolio	$	36,000	$	—	$	2,800	$	1,300
Industrial Equipment Portfolio	$	49,000	$	—	$	5,300	$	1,400
Industrials Portfolio	$	47,000	$	—	$	2,800	$	1,200
Insurance Portfolio	$	36,000	$	—	$	3,200	$	1,300
IT Services Portfolio	$	37,000	$	—	$	2,800	$	1,300
Leisure Portfolio	$	36,000	$	—	$	3,200	$	1,300
Materials Portfolio	$	42,000	$	—	$	3,500	$	1,400
Medical Equipment and Systems Portfolio	$	36,000	$	—	$	2,800	$	1,300
Multimedia Portfolio	$	36,000	$	—	$	3,500	$	1,300
Natural Gas Portfolio	$	36,000	$	—	$	3,200	$	1,200
Natural Resources Portfolio	$	35,000	$	—	$	6,800	$	1,200
Pharmaceuticals Portfolio	$	36,000	$	—	$	2,800	$	1,200
Retailing Portfolio	$	36,000	$	—	$	2,800	$	1,300
Semiconductors Portfolio	$	37,000	$	—	$	2,800	$	1,300
Software and IT Services Portfolio	$	36,000	$	—	$	2,800	$	1,200
Technology Portfolio	$	41,000	$	—	$	2,800	$	1,400
Telecommunications Portfolio	$	41,000	$	—	$	2,800	$	1,400
Transportation Portfolio	$	36,000	$	—	$	2,800	$	1,300
Utilities Portfolio	$	36,000	$	—	$	5,000	$	1,300
Wireless Portfolio	$	35,000	$	—	$	2,800	$	1,200

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February 29, 2016A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Air Transportation Portfolio	$	40,000	$	—	$	3,500	$	1,900
Automotive Portfolio	$	36,000	$	—	$	2,800	$	1,800
Banking Portfolio	$	37,000	$	—	$	2,800	$	1,900
Biotechnology Portfolio	$	60,000	$	—	$	14,500	$	6,200
Brokerage and Investment Management Portfolio	$	37,000	$	—	$	3,500	$	1,900
Chemicals Portfolio	$	39,000	$	—	$	2,800	$	2,100
Communications Equipment Portfolio	$	39,000	$	—	$	4,600	$	1,800
Computers Portfolio	$	38,000	$	—	$	3,500	$	1,900
Construction and Housing Portfolio	$	36,000	$	—	$	2,800	$	1,900
Consumer Discretionary Portfolio	$	42,000	$	—	$	2,800	$	2,100
Consumer Finance Portfolio	$	37,000	$	—	$	3,900	$	1,800
Consumer Staples Portfolio	$	45,000	$	—	$	2,800	$	2,600
Defense and Aerospace Portfolio	$	37,000	$	—	$	3,500	$	2,000
Energy Portfolio	$	41,000	$	—	$	3,100	$	2,400
Energy Service Portfolio	$	38,000	$	—	$	2,800	$	1,900
Environment and Alternative Energy Portfolio	$	36,000	$	—	$	2,800	$	1,800
Financial Services Portfolio	$	41,000	$	—	$	5,900	$	2,100
Gold Portfolio	$	59,000	$	—	$	6,800	$	2,300
Health Care Portfolio	$	47,000	$	—	$	2,800	$	4,700
Health Care Services Portfolio	$	37,000	$	—	$	2,800	$	2,000
Industrial Equipment Portfolio	$	41,000	$	—	$	2,800	$	1,800
Industrials Portfolio	$	42,000	$	—	$	2,800	$	2,100
Insurance Portfolio	$	37,000	$	—	$	2,800	$	1,900
IT Services Portfolio	$	38,000	$	—	$	2,800	$	2,100
Leisure Portfolio	$	39,000	$	—	$	2,800	$	1,900
Materials Portfolio	$	45,000	$	—	$	5,600	$	2,300
Medical Equipment and Systems Portfolio	$	38,000	$	—	$	2,800	$	2,300
Multimedia Portfolio	$	37,000	$	—	$	4,200	$	2,000
Natural Gas Portfolio	$	39,000	$	—	$	3,500	$	1,900
Natural Resources Portfolio	$	36,000	$	—	$	2,800	$	1,900
Pharmaceuticals Portfolio	$	40,000	$	—	$	2,800	$	2,400
Retailing Portfolio	$	37,000	$	—	$	2,800	$	2,100
Semiconductors Portfolio	$	40,000	$	—	$	2,800	$	2,300
Software and IT Services Portfolio	$	38,000	$	—	$	2,800	$	2,600
Technology Portfolio	$	42,000	$	—	$	2,800	$	2,600
Telecommunications Portfolio	$	43,000	$	—	$	2,800	$	1,900

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Transportation Portfolio	$	39,000	$	—	$	2,800	$	2,000
Utilities Portfolio	$	40,000	$	—	$	2,800	$	2,000
Wireless Portfolio	$	36,000	$	—	$	2,800	$	1,800
July 31, 2017A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity International Real Estate Fund	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Real Estate Investment Portfolio	$	[            ]	$	[            ]	$	[            ]	$	[            ]
July 31, 2016A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity International Real Estate Fund	$	47,000	$	—	$	6,500	$	1,100
Fidelity Real Estate Investment Portfolio	$	42,000	$	—	$	6,100	$	1,400

January 31, 2017A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity Telecom and Utilities Fund	$	46,000	$	—	$	5,700	$	1,600
January 31, 2016A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity Telecom and Utilities Fund	$	46,000	$	—	$	3,500	$	1,900
July 31, 2017A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity MSCI Consumer Discretionary Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Consumer Staples Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Energy Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Financials Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Health Care Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Industrials Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Information Technology Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Materials Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Real Estate Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Telecommunication Services Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity MSCI Utilities Index ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Core Dividend ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Dividend ETF for Rising Rates	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Low Volatility Factor ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]

77

Fidelity Momentum Factor ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Quality Factor ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
Fidelity Value Factor ETF	$	[            ]	$	[            ]	$	[            ]	$	[            ]
July 31, 2016A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity MSCI Consumer Discretionary Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Consumer Staples Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Energy Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Financials Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Health Care Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Industrials Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Information Technology Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Materials Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Real Estate Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Telecommunication Services Index ETF	$	13,000	$	—	$	2,500	$	300
Fidelity MSCI Utilities Index ETF	$	13,000	$	—	$	2,500	$	300
November 30, 2016A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity Nasdaq Composite Index Tracking Stock	$	74,000	$	—	$	4,800	$	3,200
November 30, 2015A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity Nasdaq Composite Index Tracking Stock	$	70,000	$	—	$	6,000	$	1,900
February 28, 2017A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity International Enhanced Index Fund	$	50,000	$	—	$	3,700	$	2,300
Fidelity Large Cap Core Enhanced Index Fund	$	51,000	$	—	$	5,400	$	2,200
Fidelity Large Cap Growth Enhanced Index Fund	$	49,000	$	—	$	3,700	$	2,200
Fidelity Large Cap Value Enhanced Index Fund	$	49,000	$	—	$	3,700	$	2,200
Fidelity Mid Cap Enhanced Index Fund	$	49,000	$	—	$	3,700	$	2,200
Fidelity Small Cap Enhanced Index Fund	$	49,000	$	—	$	4,300	$	2,200

78

February 29, 2016A	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
Fidelity International Enhanced Index Fund	$	49,000	$	—	$	6,500	$	1,900
Fidelity Large Cap Core Enhanced Index Fund	$	49,000	$	—	$	6,500	$	1,900
Fidelity Large Cap Growth Enhanced Index Fund	$	49,000	$	—	$	3,700	$	1,900
Fidelity Large Cap Value Enhanced Index Fund	$	52,000	$	—	$	3,700	$	2,200
Fidelity Mid Cap Enhanced Index Fund	$	49,000	$	—	$	4,700	$	2,000
Fidelity Small Cap Enhanced Index Fund	$	49,000	$	—	$	3,700	$	2,000

^A Amounts may reflect rounding.

“Audit Fees” represent fees billed for services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of a fund audit or the review of a fund’s financial statements and that are not reported under Audit Fees.

“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of a fund.

“All Other Fees” represent fees billed for services provided to a fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

79

APPENDIX P

Fees billed by PwC or Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund are shown in the table below.

July 31, 2017 FeesA	Audit-Related Fees		Tax Fees		All Other Fees
Deloitte Entities	$	[            ]	$	[            ]	$	[            ]
PwC	$	[            ]	$	[            ]	$	[            ]
July 31, 2016 FeesA	Audit-Related Fees		Tax Fees		All Other Fees
Deloitte Entities	$	35,000	$	10,000	$	—
PwC	$	[            ]	$	[            ]	$	[            ]
February 28, 2017 FeesA	Audit-Related Fees		Tax Fees		All Other Fees
PwC	$	5,985,000	$	105,000	$	—
February 29, 2016 FeesA, B	Audit-Related Fees		Tax Fees		All Other Fees
PwC	$	5,470,000	$	—	$	—
January 31, 2017 FeesA	Audit-Related Fees		Tax Fees		All Other Fees
PwC	$	5,835,000	$	55,000	$	—
January 31, 2016 FeesA, B	Audit-Related Fees		Tax Fees		All Other Fees
PwC	$	5,470,000	$	—	$	—
November 30, 2016 FeesA	Audit-Related Fees		Tax Fees		All Other Fees
PwC	$	5,315,000	$	10,000	$	—
November 30, 2015 FeesA	Audit-Related Fees		Tax Fees		All Other Fees
PwC	$	5,890,000	$	—	$	—

^A  Amounts may reflect rounding.

^B  Reflects current period presentation.

“Audit Fees” represent fees billed for services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of a fund audit or the review of a fund’s financial statements and that are not reported under Audit Fees.

“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of a fund.

“All Other Fees” represent fees billed for services provided to a fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

80

APPENDIX Q

Aggregate non-audit fees billed by PwC or Deloitte Entities for services rendered to the funds and any Fund Service Provider for each of the last two fiscal years of the funds are shown below.

Trust/Firm	Fiscal Year End		Aggregate Non-Audit FeesA
Fidelity Advisor Series VII
Deloitte Entities		July 31, 2017	$	[            ]
Deloitte Entities		July 31, 2016	$	155,000
Fidelity Select Portfolios
Deloitte Entities		July 31, 2017	$	[            ]
Deloitte Entities		July 31, 2016	$	90,000
PwC		February 28, 2017	$	8,195,000
PwC		February 29, 2016	$	6,320,000	B
PwC		January 31, 2017	$	7,770,000
PwC		January 31, 2016	$	6,150,000	B
Fidelity Covington Trust
Deloitte Entities		July 31, 2017	$	[            ]
Deloitte Entities		July 31, 2016	$	105,000
PwC		July 31, 2017	$	[            ]
PwC		July 31, 2016	$	[            ]
Fidelity Commonwealth Trust
PwC		November 30, 2016	$	6,610,000
PwC		November 30, 2015	$	7,060,000
Fidelity Commonwealth Trust II
PwC		February 28, 2017	$	8,010,000
PwC		February 29, 2016	$	6,135,000	B

^A  Amounts may reflect rounding.

^B Reflects current period presentation.

81

Fidelity and Fidelity Advisor are registered service marks of FMR LLC. ©2017 FMR LLC. All rights reserved.

Fidelity Flex is a service mark of FMR LLC.

Nasdaq Composite Index^® is a registered trademark of The NASDAQ OMX Group, Inc.

Any third-party marks that may appear above are the marks of their respective owners.

1.9869918.103 SECTOR17-PXS-1017

Form of Proxy Card: Funds with Proposal 1 Only

Fidelity Investments® (logo)		Vote this proxy card TODAY!
		Your prompt response will save the expense
PO Box 673023 Dallas, TX 75267-3023		of additional mailings.
		Vote by Internet, Touch-Tone Telephone, or Mail!
		LOG-ON:	Vote on the Internet at www.proxyvote.com/proxy and follow the on-screen instructions.
		CALL:	To vote by phone call toll-free 1-877-296-4941 and follow the recorded instructions.
(right pointing arrow prints here)	[Control Number prints here in a box]	MAIL:	Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]             [Client Code prints here]

PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Brian B. Hogan, William C. Coffey, and Garnett A. Smith, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated on this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 245 Summer Street, Boston, MA 02210, on December 8, 2017 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.

[Shareholder’s name and address prints here]	CONTINUED AND TO BE SIGNED ON REVERSE SIDE
	[Card Code prints here]

Please refer to the Proxy Statement discussion of this matter.

IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.

As to any other matter, said attorneys shall vote in accordance with their best judgment.

	THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:		(  )	(  )	(  )
1.	To elect a Board of Trustees.		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT	To withhold authority to vote for any individual nominee(s) mark “For All Except” and write the name(s) of the nominee(s) on the line above.
	(01) James C. Curvey (02) Dennis J. Dirks (03) Donald F. Donahue (04) Alan J. Lacy (05) Ned C. Lautenbach (06) Joseph Mauriello	(07) Charles S. Morrison (08) Cornelia M. Small (09) Garnett A. Smith (10) David M. Thomas (11) Michael E. Wiley

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.

Signature(s) (Title(s), if applicable) (Sign in the Box)

NOTE: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.

		[Card Code prints here]
Signature (PLEASE SIGN WITHIN BOX)	Date		Signature (Joint Owners)	Date

Form of Proxy Card: Funds with Proposals 1 and 2 Only

Fidelity Investments® (logo)		Vote this proxy card TODAY!
		Your prompt response will save the expense
PO Box 673023 Dallas, TX 75267-3023		of additional mailings.
		Vote by Internet, Touch-Tone Telephone, or Mail!
		LOG-ON:	Vote on the Internet at www.proxyvote.com/proxy and follow the on-screen instructions.
		CALL:	To vote by phone call toll-free 1-877-296-4941 and follow the recorded instructions.
(right pointing arrow prints here)	[Control Number prints here in a box]	MAIL:	Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]             [Client Code prints here]

PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Brian B. Hogan, William C. Coffey, and Garnett A. Smith, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated on this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 245 Summer Street, Boston, MA 02210, on December 8, 2017 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.

[Shareholder’s name and address prints here]	CONTINUED AND TO BE SIGNED ON REVERSE SIDE
	[Card Code prints here]

Please refer to the Proxy Statement discussion of each of these matters.

IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.

As to any other matter, said attorneys shall vote in accordance with their best judgment.

	THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:		(  )	(  )	(  )
1.	To elect a Board of Trustees.		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT	To withhold authority to vote for any individual nominee(s) mark “For All Except” and write the name(s) of the nominee(s) on the line above.
	(01) James C. Curvey (02) Dennis J. Dirks (03) Donald F. Donahue (04) Alan J. Lacy (05) Ned C. Lautenbach (06) Joseph Mauriello	(07) Charles S. Morrison (08) Cornelia M. Small (09) Garnett A. Smith (10) David M. Thomas (11) Michael E. Wiley
			FOR	AGAINST	ABSTAIN
2.	To eliminate a fundamental investment policy.		(  )	(  )	(  )

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.

Signature(s) (Title(s), if applicable) (Sign in the Box)

NOTE: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.

		[Card Code prints here]
Signature (PLEASE SIGN WITHIN BOX)	Date		Signature (Joint Owners)	Date

Form of Proxy Card: Funds with Proposals 1, 2 and 3 Only

Fidelity Investments® (logo)		Vote this proxy card TODAY!
		Your prompt response will save the expense
PO Box 673023 Dallas, TX 75267-3023		of additional mailings.
		Vote by Internet, Touch-Tone Telephone, or Mail!
		LOG-ON:	Vote on the Internet at www.proxyvote.com/proxy and follow the on-screen instructions.
		CALL:	To vote by phone call toll-free 1-877-296-4941 and follow the recorded instructions.
(right pointing arrow prints here)	[Control Number prints here in a box]	MAIL:	Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]             [Client Code prints here]

PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Brian B. Hogan, William C. Coffey, and Garnett A. Smith, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated on this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 245 Summer Street, Boston, MA 02210, on December 8, 2017 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.

[Shareholder’s name and address prints here]	CONTINUED AND TO BE SIGNED ON REVERSE SIDE
	[Card Code prints here]

Please refer to the Proxy Statement discussion of each of these matters.

IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.

As to any other matter, said attorneys shall vote in accordance with their best judgment.

	THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:		(  )	(  )	(  )
1.	To elect a Board of Trustees.		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT	To withhold authority to vote for any individual nominee(s) mark “For All Except” and write the name(s) of the nominee(s) on the line above.
	(01) James C. Curvey (02) Dennis J. Dirks (03) Donald F. Donahue (04) Alan J. Lacy (05) Ned C. Lautenbach (06) Joseph Mauriello	(07) Charles S. Morrison (08) Cornelia M. Small (09) Garnett A. Smith (10) David M. Thomas (11) Michael E. Wiley
			FOR	AGAINST	ABSTAIN
2.	To eliminate a fundamental investment policy.		(  )	(  )	(  )
			FOR	AGAINST	ABSTAIN
3.	To modify the fund’s fundamental concentration policy.		(  )	(  )	(  )

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.

Signature(s) (Title(s), if applicable) (Sign in the Box)

NOTE: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.

		[Card Code prints here]
Signature (PLEASE SIGN WITHIN BOX)	Date		Signature (Joint Owners)	Date

Form of Proxy Card: Funds with Proposals 1, 2, 3 and 5 Only

Fidelity Investments® (logo)		Vote this proxy card TODAY!
		Your prompt response will save the expense
PO Box 673023 Dallas, TX 75267-3023		of additional mailings.
		Vote by Internet, Touch-Tone Telephone, or Mail!
		LOG-ON:	Vote on the Internet at www.proxyvote.com/proxy and follow the on-screen instructions.
		CALL:	To vote by phone call toll-free 1-877-296-4941 and follow the recorded instructions.
(right pointing arrow prints here)	[Control Number prints here in a box]	MAIL:	Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]             [Client Code prints here]

PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Brian B. Hogan, William C. Coffey, and Garnett A. Smith, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated on this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 245 Summer Street, Boston, MA 02210, on December 8, 2017 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.

[Shareholder’s name and address prints here]	CONTINUED AND TO BE SIGNED ON REVERSE SIDE
	[Card Code prints here]

Please refer to the Proxy Statement discussion of each of these matters.

IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED AS RECOMMENDED BY THE BOARD OF TRUSTEES.

As to any other matter, said attorneys shall vote in accordance with their best judgment.

	THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:		(  )	(  )	(  )
1.	To elect a Board of Trustees.		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT	To withhold authority to vote for any individual nominee(s) mark “For All Except” and write the name(s) of the nominee(s) on the line above.
	(01) James C. Curvey (02) Dennis J. Dirks (03) Donald F. Donahue (04) Alan J. Lacy (05) Ned C. Lautenbach (06) Joseph Mauriello	(07) Charles S. Morrison (08) Cornelia M. Small (09) Garnett A. Smith (10) David M. Thomas (11) Michael E. Wiley
			FOR	AGAINST	ABSTAIN
2.	To eliminate a fundamental investment policy.		(  )	(  )	(  )
			FOR	AGAINST	ABSTAIN
3.	To modify the fund’s fundamental concentration policy.		(  )	(  )	(  )
	THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THE FOLLOWING:
			FOR	AGAINST	ABSTAIN
5.	For the fund, a shareholder proposal requesting that the Board of Trustees institute procedures to avoid holding investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity.		(  )	(  )	(  )

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.

Signature(s) (Title(s), if applicable) (Sign in the Box)

NOTE: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.

		[Card Code prints here]
Signature (PLEASE SIGN WITHIN BOX)	Date		Signature (Joint Owners)	Date

Form of Proxy Card: Funds with Proposals 1 and 5 Only

Fidelity Investments® (logo)		Vote this proxy card TODAY!
		Your prompt response will save the expense
PO Box 673023 Dallas, TX 75267-3023		of additional mailings.
		Vote by Internet, Touch-Tone Telephone, or Mail!
		LOG-ON:	Vote on the Internet at www.proxyvote.com/proxy and follow the on-screen instructions.
		CALL:	To vote by phone call toll-free 1-877-296-4941 and follow the recorded instructions.
(right pointing arrow prints here)	[Control Number prints here in a box]	MAIL:	Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]             [Client Code prints here]

PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Brian B. Hogan, William C. Coffey, and Garnett A. Smith, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated on this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 245 Summer Street, Boston, MA 02210, on December 8, 2017 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.

[Shareholder’s name and address prints here]	CONTINUED AND TO BE SIGNED ON REVERSE SIDE
	[Card Code prints here]

Please refer to the Proxy Statement discussion of each of these matters.

IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED AS RECOMMENDED BY THE BOARD OF TRUSTEES.

As to any other matter, said attorneys shall vote in accordance with their best judgment.

	THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:		(  )	(  )	(  )
1.	To elect a Board of Trustees.		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT	To withhold authority to vote for any individual nominee(s) mark “For All Except” and write the name(s) of the nominee(s) on the line above.
	(01) James C. Curvey (02) Dennis J. Dirks (03) Donald F. Donahue (04) Alan J. Lacy (05) Ned C. Lautenbach (06) Joseph Mauriello	(07) Charles S. Morrison (08) Cornelia M. Small (09) Garnett A. Smith (10) David M. Thomas (11) Michael E. Wiley
	THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST THE FOLLOWING:
			FOR	AGAINST	ABSTAIN
5.	For the fund, a shareholder proposal requesting that the Board of Trustees institute procedures to avoid holding investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity.		(  )	(  )	(  )

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.

Signature(s) (Title(s), if applicable) (Sign in the Box)

NOTE: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.

		[Card Code prints here]
Signature (PLEASE SIGN WITHIN BOX)	Date		Signature (Joint Owners)	Date

Form of Proxy Card: Funds with Proposals 1 and 4 Only

Fidelity Investments® (logo)		Vote this proxy card TODAY!
		Your prompt response will save the expense
PO Box 673023 Dallas, TX 75267-3023		of additional mailings.
		Vote by Internet, Touch-Tone Telephone, or Mail!
		LOG-ON:	Vote on the Internet at www.proxyvote.com/proxy and follow the on-screen instructions.
		CALL:	To vote by phone call toll-free 1-877-296-4941 and follow the recorded instructions.
(right pointing arrow prints here)	[Control Number prints here in a box]	MAIL:	Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]             [Client Code prints here]

PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Brian B. Hogan, William C. Coffey, and Garnett A. Smith, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated on this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 245 Summer Street, Boston, MA 02210, on December 8, 2017 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.

[Shareholder’s name and address prints here]	CONTINUED AND TO BE SIGNED ON REVERSE SIDE
	[Card Code prints here]

Please refer to the Proxy Statement discussion of each of these matters.

IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.

As to any other matter, said attorneys shall vote in accordance with their best judgment.

	THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:		(  )	(  )	(  )
1.	To elect a Board of Trustees.		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT	To withhold authority to vote for any individual nominee(s) mark “For All Except” and write the name(s) of the nominee(s) on the line above.
	(01) James C. Curvey (02) Dennis J. Dirks (03) Donald F. Donahue (04) Alan J. Lacy (05) Ned C. Lautenbach (06) Joseph Mauriello	(07) Charles S. Morrison (08) Cornelia M. Small (09) Garnett A. Smith (10) David M. Thomas (11) Michael E. Wiley
			FOR	AGAINST	ABSTAIN
4.	To change the fund from a diversified fund to a non-diversified fund.		(  )	(  )	(  )

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.

Signature(s) (Title(s), if applicable) (Sign in the Box)

NOTE: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.

		[Card Code prints here]
Signature (PLEASE SIGN WITHIN BOX)	Date		Signature (Joint Owners)	Date

Form of Proxy Card: Funds with Proposals 1, 2 and 4 Only

Fidelity Investments® (logo)		Vote this proxy card TODAY!
		Your prompt response will save the expense
PO Box 673023 Dallas, TX 75267-3023		of additional mailings.
		Vote by Internet, Touch-Tone Telephone, or Mail!
		LOG-ON:	Vote on the Internet at www.proxyvote.com/proxy and follow the on-screen instructions.
		CALL:	To vote by phone call toll-free 1-877-296-4941 and follow the recorded instructions.
(right pointing arrow prints here)	[Control Number prints here in a box]	MAIL:	Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]             [Client Code prints here]

PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Brian B. Hogan, William C. Coffey, and Garnett A. Smith, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated on this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 245 Summer Street, Boston, MA 02210, on December 8, 2017 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.

[Shareholder’s name and address prints here]	CONTINUED AND TO BE SIGNED ON REVERSE SIDE
	[Card Code prints here]

Please refer to the Proxy Statement discussion of each of these matters.

IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.

As to any other matter, said attorneys shall vote in accordance with their best judgment.

	THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:		(  )	(  )	(  )
1.	To elect a Board of Trustees.		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT	To withhold authority to vote for any individual nominee(s) mark “For All Except” and write the name(s) of the nominee(s) on the line above.
	(01) James C. Curvey (02) Dennis J. Dirks (03) Donald F. Donahue (04) Alan J. Lacy (05) Ned C. Lautenbach (06) Joseph Mauriello	(07) Charles S. Morrison (08) Cornelia M. Small (09) Garnett A. Smith (10) David M. Thomas (11) Michael E. Wiley
			FOR	AGAINST	ABSTAIN
2.	To eliminate a fundamental investment policy.		(  )	(  )	(  )
			FOR	AGAINST	ABSTAIN
4.	To change the fund from a diversified fund to a non-diversified fund.		(  )	(  )	(  )

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.

Signature(s) (Title(s), if applicable) (Sign in the Box)

NOTE: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.

		[Card Code prints here]
Signature (PLEASE SIGN WITHIN BOX)	Date		Signature (Joint Owners)	Date

Form of Proxy Card: Funds with Proposals 1, 2, 3 and 4 Only

Fidelity Investments® (logo)		Vote this proxy card TODAY!
		Your prompt response will save the expense
PO Box 673023 Dallas, TX 75267-3023		of additional mailings.
		Vote by Internet, Touch-Tone Telephone, or Mail!
		LOG-ON:	Vote on the Internet at www.proxyvote.com/proxy and follow the on-screen instructions.
		CALL:	To vote by phone call toll-free 1-877-296-4941 and follow the recorded instructions.
(right pointing arrow prints here)	[Control Number prints here in a box]	MAIL:	Return the signed proxy card in the enclosed envelope.

[TRUST NAME: FUND NAME Prints Here]             [Client Code prints here]

PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Brian B. Hogan, William C. Coffey, and Garnett A. Smith, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated on this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 245 Summer Street, Boston, MA 02210, on December 8, 2017 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposals described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.

[Shareholder’s name and address prints here]	CONTINUED AND TO BE SIGNED ON REVERSE SIDE
	[Card Code prints here]

Please refer to the Proxy Statement discussion of each of these matters.

IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.

As to any other matter, said attorneys shall vote in accordance with their best judgment.

	THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:		(  )	(  )	(  )
1.	To elect a Board of Trustees.		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT	To withhold authority to vote for any individual nominee(s) mark “For All Except” and write the name(s) of the nominee(s) on the line above.
	(01) James C. Curvey (02) Dennis J. Dirks (03) Donald F. Donahue (04) Alan J. Lacy (05) Ned C. Lautenbach (06) Joseph Mauriello	(07) Charles S. Morrison (08) Cornelia M. Small (09) Garnett A. Smith (10) David M. Thomas (11) Michael E. Wiley
			FOR	AGAINST	ABSTAIN
2.	To eliminate a fundamental investment policy.		(  )	(  )	(  )
			FOR	AGAINST	ABSTAIN
3.	To modify the fund’s fundamental concentration policy.		(  )	(  )	(  )
			FOR	AGAINST	ABSTAIN
4.	To change the fund from a diversified fund to a non-diversified fund.		(  )	(  )	(  )

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.

Signature(s) (Title(s), if applicable) (Sign in the Box)

NOTE: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.

		[Card Code prints here]
Signature (PLEASE SIGN WITHIN BOX)	Date		Signature (Joint Owners)	Date

CORRESP

(logo) Fidelity Investments® Fidelity Pricing & Cash Management Services
245 Summer Street
Boston, MA 02210–1129
617–563–7000   September 1, 2017

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE: Fidelity Advisor Series VII, Fidelity Select Portfolios, Fidelity Covington Trust,

Fidelity Commonwealth Trust and Fidelity Commonwealth Trust II (the trusts):

Fidelity Advisor Biotechnology Fund

Fidelity Advisor Communications Equipment Fund

Fidelity Advisor Consumer Discretionary Fund

Fidelity Advisor Energy Fund

Fidelity Advisor Financial Services Fund

Fidelity Advisor Global Real Estate Fund

Fidelity Advisor Health Care Fund

Fidelity Advisor Industrials Fund

Fidelity Advisor Real Estate Fund

Fidelity Advisor Semiconductors Fund

Fidelity Advisor Technology Fund

Fidelity Advisor Utilities Fund

Air Transportation Portfolio

Automotive Portfolio

Banking Portfolio

Biotechnology Portfolio

Brokerage and Investment Management Portfolio

Chemicals Portfolio

Communications Equipment Portfolio

Computers Portfolio

Construction and Housing Portfolio

Consumer Discretionary Portfolio

Consumer Finance Portfolio

Consumer Staples Portfolio

Defense and Aerospace Portfolio

Energy Portfolio

Energy Service Portfolio

Environment and Alternative Energy Portfolio

Financial Services Portfolio

Gold Portfolio

Health Care Portfolio

Health Care Services Portfolio

Industrial Equipment Portfolio

Industrials Portfolio

Insurance Portfolio

IT Services Portfolio

Leisure Portfolio

Materials Portfolio

Medical Equipment and Systems Portfolio

Multimedia Portfolio

Natural Gas Portfolio

Natural Resources Portfolio

Pharmaceuticals Portfolio

Retailing Portfolio

Semiconductors Portfolio

Software and IT Services Portfolio

Technology Portfolio

Telecommunications Portfolio

Transportation Portfolio

Utilities Portfolio

Wireless Portfolio

Fidelity Flex Real Estate Fund

Fidelity International Real Estate Fund

Fidelity Real Estate Investment Portfolio

Fidelity Telecom and Utilities Fund

Fidelity MSCI Consumer Discretionary Index ETF

Fidelity MSCI Consumer Staples Index ETF

Fidelity MSCI Energy Index ETF

Fidelity MSCI Financials Index ETF

Fidelity MSCI Health Care Index ETF

Fidelity MSCI Industrials Index ETF

Fidelity MSCI Information Technology Index ETF

Fidelity MSCI Materials Index ETF

Fidelity MSCI Telecommunication Services Index ETF

Fidelity MSCI Utilities Index ETF

Fidelity MSCI Real Estate Index ETF

Fidelity Core Dividend ETF

Fidelity Dividend ETF for Rising Rates

Fidelity Low Volatility Factor ETF

Fidelity Momentum Factor ETF

Fidelity Quality Factor ETF

Fidelity Value Factor ETF

Fidelity Nasdaq Composite Index Tracking Stock

Fidelity International Enhanced Index Fund

Fidelity Large Cap Core Enhanced Index Fund

Fidelity Large Cap Growth Enhanced Index Fund

Fidelity Large Cap Value Enhanced Index Fund

Fidelity Mid Cap Enhanced Index Fund

Fidelity Small Cap Enhanced Index Fund (the funds)

File Nos. 811-03010, 811-03114, 811-07319, 811-02546, 811-21990

Ladies and Gentlemen:

On behalf of the above referenced funds, transmitted herewith for filing pursuant to Rule 14a–6(a) of Regulation 14A under the Securities Exchange Act of 1934 is a preliminary copy of the Notice, Proxy Statement, and Forms of Proxy to be sent to shareholders in connection with a Special Meeting of Shareholders of the funds to be held on December 8, 2017. Pursuant to Rule 14a–3(c), the required informational copy of each fund’s Annual Report for the fiscal period ended July 31, 2016, November 30, 2016, January 31, 2017, or February 28, 2017 has been previously furnished to the commission.

We anticipate mailing definitive proxy materials to shareholders on or about October 10, 2017. In order to allow sufficient time to meet this schedule, we would greatly appreciate receiving comments (if any) from the Staff no later than September 11, 2017.

Please contact Jamie Plourde at (817) 474–7037 with any questions or comments relating to this filing.

Sincerely,

/s/ Jamie Plourde

Jamie Plourde

Legal Product Group