FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

INVESTMENT COMPANY ACT FILE NUMBER: 811-01352

EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER: Fidelity Devonshire Trust

Fund Name: Fidelity Utilities Fund

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

ERIC D. ROITER, SECRETARY, 82 DEVONSHIRE STREET, BOSTON, MA 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

DATE OF FISCAL YEAR END: JANUARY 31

DATE OF REPORTING PERIOD: 06/30/2006

SIGNATURES

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

Fidelity Devonshire Trust

BY:  /s/ CHRISTINE REYNOLDS*
CHRISTINE REYNOLDS, PRESIDENT AND TREASURER
DATE: 08/10/2006 11:12:04 AM

*BY:  /s/ CLAIRE S. WALPOLE
CLAIRE S. WALPOLE, VICE PRESIDENT, FIDELITY MANAGEMENT & RESEARCH COMPANY, PURSUANT TO A POWER OF ATTORNEY DATED JULY 31, 2006 AND FILED HEREWITH.

EXHIBIT A

VOTE SUMMARY REPORT
Fidelity Utilities Fund
07/01/2005 - 06/30/2006

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

ISSUER NAME: AGL RESOURCES INC. MEETING DATE: 05/03/2006
TICKER: ATG     SECURITY ID: 001204106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHARLES R. CRISP AS A DIRECTOR	Management	For	For
1.2	ELECT WYCK A. KNOX, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT DENNIS M. LOVE AS A DIRECTOR	Management	For	For
1.4	ELECT DEAN R. O'HARE AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN W. SOMERHALDER II AS A DIRECTOR	Management	For	For
1.6	ELECT HENRY C. WOLF AS A DIRECTOR	Management	For	For
2	APPROVAL OF THE AGL RESOURCES INC. 2006 NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN.	Management	For	For
3	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITOR FOR 2006.	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ALLEGHENY ENERGY, INC. MEETING DATE: 05/11/2006
TICKER: AYE     SECURITY ID: 017361106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT H. FURLONG BALDWIN AS A DIRECTOR	Management	For	For
1.2	ELECT ELEANOR BAUM AS A DIRECTOR	Management	For	For
1.3	ELECT PAUL J. EVANSON AS A DIRECTOR	Management	For	For
1.4	ELECT CYRUS F. FREIDHEIM, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT JULIA L. JOHNSON AS A DIRECTOR	Management	For	For
1.6	ELECT TED J. KLEISNER AS A DIRECTOR	Management	For	For
1.7	ELECT STEVEN H. RICE AS A DIRECTOR	Management	For	For
1.8	ELECT GUNNAR E. SARSTEN AS A DIRECTOR	Management	For	For
1.9	ELECT MICHAEL H. SUTTON AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Management	For	For
3	STOCKHOLDER PROPOSAL REQUIRING MANAGEMENT TO RETAIN STOCK	Shareholder	Against	Against
4	STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN	Shareholder	Against	Against
5	STOCKHOLDER PROPOSAL RELATING TO DIRECTOR QUALIFICATIONS	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL REGARDING PERFORMANCE-BASED OPTIONS	Shareholder	Against	Against
7	STOCKHOLDER PROPOSAL REGARDING A SEPARATE VOTE ON GOLDEN PAY	Shareholder	Against	Against
8	STOCKHOLDER PROPOSAL TO RECOUP UNEARNED MANAGEMENT BONUSES	Shareholder	Against	Against
9	STOCKHOLDER PROPOSAL TO REDEEM OR VOTE POISON PILL	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ALLTEL CORPORATION MEETING DATE: 04/20/2006
TICKER: AT     SECURITY ID: 020039103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM H. CROWN AS A DIRECTOR	Management	For	For
1.2	ELECT JOE T. FORD AS A DIRECTOR	Management	For	For
1.3	ELECT JOHN P. MCCONNELL AS A DIRECTOR	Management	For	For
1.4	ELECT JOSIE C. NATORI AS A DIRECTOR	Management	For	For
2	APPROVAL OF AMENDED AND RESTATED ALLTEL PERFORMANCE INCENTIVE COMPENSATION PLAN	Management	For	For
3	APPROVAL OF AMENDED AND RESTATED ALLTEL LONG-TERM PERFORMANCE INCENTIVE PLAN	Management	For	For
4	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: AMERICAN TOWER CORPORATION MEETING DATE: 08/03/2005
TICKER: AMT     SECURITY ID: 029912201
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF AMERICAN TOWER CLASS A COMMON STOCK PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 3, 2005, BY AND AMONG AMERICAN TOWER CORPORATION, ASTEROID MERGER SUB, LLC AND SPECTRASITE, INC.	Management	For	For
2	PROPOSAL TO AMEND AND RESTATE AMERICAN TOWER S RESTATED CERTIFICATE OF INCORPORATION IF THE MERGER IS CONSUMMATED, AS MORE FULLY DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS, WHICH APPROVAL IS NOT A CONDITION TO PROPOSAL NUMBER ONE.	Management	For	For
3	PROPOSAL TO PERMIT AMERICAN TOWER S BOARD OF DIRECTORS OR ITS CHAIRMAN, IN THEIR DISCRETION, TO ADJOURN OR POSTPONE THE SPECIAL MEETING IF NECESSARY FOR FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE ORIGINALLY SCHEDULED TIME OF THE SPECIAL MEETING TO APPROVE ANY OF THE FOREGOING PROPOSALS.	Management	For	Abstain
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: AT&T INC. MEETING DATE: 04/28/2006
TICKER: T     SECURITY ID: 00206R102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT WILLIAM F. ALDINGER III AS A DIRECTOR	Management	For	For
1.2	ELECT GILBERT F. AMELIO AS A DIRECTOR	Management	For	For
1.3	ELECT AUGUST A. BUSCH III AS A DIRECTOR	Management	For	For
1.4	ELECT MARTIN K. EBY, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT JAMES A. HENDERSON AS A DIRECTOR	Management	For	For
1.6	ELECT CHARLES F. KNIGHT AS A DIRECTOR	Management	For	For
1.7	ELECT JON C. MADONNA AS A DIRECTOR	Management	For	For
1.8	ELECT LYNN M. MARTIN AS A DIRECTOR	Management	For	For
1.9	ELECT JOHN B. MCCOY AS A DIRECTOR	Management	For	For
1.10	ELECT MARY S. METZ AS A DIRECTOR	Management	For	For
1.11	ELECT TONI REMBE AS A DIRECTOR	Management	For	For
1.12	ELECT S. DONLEY RITCHEY AS A DIRECTOR	Management	For	For
1.13	ELECT JOYCE M. ROCHE AS A DIRECTOR	Management	For	For
1.14	ELECT RANDALL L. STEPHENSON AS A DIRECTOR	Management	For	For
1.15	ELECT LAURA D'ANDREA TYSON AS A DIRECTOR	Management	For	For
1.16	ELECT PATRICIA P. UPTON AS A DIRECTOR	Management	For	For
1.17	ELECT EDWARD E. WHITACRE, JR. AS A DIRECTOR	Management	For	For
2	APPROVE APPOINTMENT OF INDEPENDENT AUDITORS	Management	For	For
3	APPROVE 2006 INCENTIVE PLAN	Management	For	Against
4	APPROVE AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION	Management	For	For
5	STOCKHOLDER PROPOSAL A	Shareholder	Against	Against
6	STOCKHOLDER PROPOSAL B	Shareholder	Against	Against
7	STOCKHOLDER PROPOSAL C	Shareholder	Against	Against
8	STOCKHOLDER PROPOSAL D	Shareholder	Against	Against
9	STOCKHOLDER PROPOSAL E	Shareholder	Against	Against
10	STOCKHOLDER PROPOSAL F	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: BELLSOUTH CORPORATION MEETING DATE: 04/24/2006
TICKER: BLS     SECURITY ID: 079860102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT F.D. ACKERMAN AS A DIRECTOR	Management	For	For
1.2	ELECT R.V. ANDERSON AS A DIRECTOR	Management	For	For
1.3	ELECT J.H. BLANCHARD AS A DIRECTOR	Management	For	For
1.4	ELECT J.H. BROWN AS A DIRECTOR	Management	For	For
1.5	ELECT A.M. CODINA AS A DIRECTOR	Management	For	For
1.6	ELECT M.L. FEIDLER AS A DIRECTOR	Management	For	For
1.7	ELECT K.F. FELDSTEIN AS A DIRECTOR	Management	For	For
1.8	ELECT J.P. KELLY AS A DIRECTOR	Management	For	For
1.9	ELECT L.F. MULLIN AS A DIRECTOR	Management	For	For
1.10	ELECT R.B. SMITH AS A DIRECTOR	Management	For	For
1.11	ELECT W.S. STAVROPOULOS AS A DIRECTOR	Management	For	For
2	RATIFY THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Management	For	For
3	SHAREHOLDER PROPOSAL RE: DISCLOSURE OF POLITICAL CONTRIBUTIONS	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: CABLEVISION SYSTEMS CORPORATION MEETING DATE: 05/18/2006
TICKER: CVC     SECURITY ID: 12686C109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHARLES D. FERRIS AS A DIRECTOR	Management	For	For
1.2	ELECT RICHARD H. HOCHMAN AS A DIRECTOR	Management	For	For
1.3	ELECT VICTOR ORISTANO AS A DIRECTOR	Management	For	For
1.4	ELECT VINCENT TESE AS A DIRECTOR	Management	For	For
1.5	ELECT THOMAS V. REIFENHEISER AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN R. RYAN AS A DIRECTOR	Management	For	For
2	PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT OF KPMG LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR 2006.	Management	For	For
3	PROPOSAL TO AUTHORIZE AND APPROVE THE CABLEVISION SYSTEMS CORPORATION 2006 EMPLOYEE STOCK PLAN.	Management	For	Against
4	PROPOSAL TO AUTHORIZE AND APPROVE THE CABLEVISION SYSTEMS CORPORATION 2006 CASH INCENTIVE PLAN.	Management	For	For
5	PROPOSAL TO AUTHORIZE AND APPROVE THE CABLEVISION SYSTEMS CORPORATION 2006 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS.	Management	For	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: CMS ENERGY CORPORATION MEETING DATE: 05/19/2006
TICKER: CMS     SECURITY ID: 125896100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT MERRIBEL S. AYRES AS A DIRECTOR	Management	For	For
1.2	ELECT JON E. BARFIELD AS A DIRECTOR	Management	For	For
1.3	ELECT RICHARD M. GABRYS AS A DIRECTOR	Management	For	For
1.4	ELECT DAVID W. JOOS AS A DIRECTOR	Management	For	For
1.5	ELECT PHILIP R. LOCHNER, JR. AS A DIRECTOR	Management	For	For
1.6	ELECT MICHAEL T. MONAHAN AS A DIRECTOR	Management	For	For
1.7	ELECT JOSEPH F. PAQUETTE, JR. AS A DIRECTOR	Management	For	For
1.8	ELECT PERCY A. PIERRE AS A DIRECTOR	Management	For	For
1.9	ELECT KENNETH L. WAY AS A DIRECTOR	Management	For	For
1.10	ELECT KENNETH WHIPPLE AS A DIRECTOR	Management	For	For
1.11	ELECT JOHN B. YASINSKY AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: COMCAST CORPORATION MEETING DATE: 05/18/2006
TICKER: CMCSA     SECURITY ID: 20030N101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT S. DECKER ANSTROM AS A DIRECTOR	Management	For	For
1.2	ELECT KENNETH J. BACON AS A DIRECTOR	Management	For	For
1.3	ELECT SHELDON M. BONOVITZ AS A DIRECTOR	Management	For	For
1.4	ELECT EDWARD D. BREEN AS A DIRECTOR	Management	For	For
1.5	ELECT JULIAN A. BRODSKY AS A DIRECTOR	Management	For	For
1.6	ELECT JOSEPH J. COLLINS AS A DIRECTOR	Management	For	For
1.7	ELECT J. MICHAEL COOK AS A DIRECTOR	Management	For	For
1.8	ELECT JEFFREY A. HONICKMAN AS A DIRECTOR	Management	For	For
1.9	ELECT BRIAN L. ROBERTS AS A DIRECTOR	Management	For	For
1.10	ELECT RALPH J. ROBERTS AS A DIRECTOR	Management	For	For
1.11	ELECT DR. JUDITH RODIN AS A DIRECTOR	Management	For	For
1.12	ELECT MICHAEL I. SOVERN AS A DIRECTOR	Management	For	For
2	INDEPENDENT AUDITORS.	Management	For	For
3	2002 EMPLOYEE STOCK PURCHASE PLAN.	Management	For	For
4	2002 RESTRICTED STOCK PLAN.	Management	For	Against
5	2006 CASH BONUS PLAN.	Management	For	Against
6	PREVENT THE ISSUANCE OF NEW STOCK OPTIONS.	Shareholder	Against	Against
7	REQUIRE THAT THE CHAIRMAN OF THE BOARD NOT BE AN EMPLOYEE.	Shareholder	Against	Against
8	LIMIT COMPENSATION FOR MANAGEMENT.	Shareholder	Against	Against
9	ADOPT A RECAPITALIZATION PLAN.	Shareholder	Against	For
10	ESTABLISH A MAJORITY VOTE SHAREHOLDER COMMITTEE.	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: DOBSON COMMUNICATIONS CORPORATION MEETING DATE: 06/07/2006
TICKER: DCEL     SECURITY ID: 256069105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT EVERETT R. DOBSON AS A DIRECTOR	Management	For	For
1.2	ELECT STEPHEN T. DOBSON AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT A. SCHRIESHEIM AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE AMENDMENT TO THE DOBSON COMMUNICATIONS CORPORATION 2002 STOCK INCENTIVE PLAN.	Management	For	Against
3	RATIFY AND APPROVE THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DOBSON COMMUNICATIONS CORPORATION FOR 2006.	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: DOMINION RESOURCES, INC. MEETING DATE: 04/28/2006
TICKER: D     SECURITY ID: 25746U109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT PETER W. BROWN AS A DIRECTOR	Management	For	For
1.2	ELECT RONALD J. CALISE AS A DIRECTOR	Management	For	For
1.3	ELECT THOS. E. CAPPS AS A DIRECTOR	Management	For	For
1.4	ELECT GEORGE A. DAVIDSON, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT THOMAS F. FARRELL, II AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN W. HARRIS AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT S. JEPSON, JR. AS A DIRECTOR	Management	For	For
1.8	ELECT MARK J. KINGTON AS A DIRECTOR	Management	For	For
1.9	ELECT BENJAMIN J. LAMBERT III AS A DIRECTOR	Management	For	For
1.10	ELECT RICHARD L. LEATHERWOOD AS A DIRECTOR	Management	For	For
1.11	ELECT MARGARET A. MCKENNA AS A DIRECTOR	Management	For	For
1.12	ELECT FRANK S. ROYAL AS A DIRECTOR	Management	For	For
1.13	ELECT S. DALLAS SIMMONS AS A DIRECTOR	Management	For	For
1.14	ELECT DAVID A. WOLLARD AS A DIRECTOR	Management	For	For
2	RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE 2006 FINANCIAL STATEMENTS.	Management	For	For
3	SHAREHOLDER PROPOSAL - MAJORITY VOTE STANDARD	Shareholder	Against	Against
4	SHAREHOLDER PROPOSAL - ENVIRONMENTAL REPORT	Shareholder	Against	Against
5	SHAREHOLDER PROPOSAL - RETIREMENT BENEFITS	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ECHOSTAR COMMUNICATIONS CORPORATION MEETING DATE: 10/06/2005
TICKER: DISH     SECURITY ID: 278762109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES DEFRANCO AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL T. DUGAN AS A DIRECTOR	Management	For	For
1.3	ELECT CANTEY ERGEN AS A DIRECTOR	Management	For	For
1.4	ELECT CHARLES W. ERGEN AS A DIRECTOR	Management	For	For
1.5	ELECT STEVEN R. GOODBARN AS A DIRECTOR	Management	For	For
1.6	ELECT DAVID K. MOSKOWITZ AS A DIRECTOR	Management	For	For
1.7	ELECT TOM A. ORTOLF AS A DIRECTOR	Management	For	For
1.8	ELECT C. MICHAEL SCHROEDER AS A DIRECTOR	Management	For	For
1.9	ELECT CARL E. VOGEL AS A DIRECTOR	Management	For	For
2	TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS.	Management	For	For
3	TO AMEND AND RESTATE THE 1999 STOCK INCENTIVE PLAN.	Management	For	Against
4	TO AMEND AND RESTATE THE 2001 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN.	Management	For	Against
5	THE SHAREHOLDER PROPOSAL TO AMEND THE CORPORATION S EQUAL OPPORTUNITY POLICY.	Shareholder	Against	Against
6	TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF.	Management	For	Abstain
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: EDISON INTERNATIONAL MEETING DATE: 04/27/2006
TICKER: EIX     SECURITY ID: 281020107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J.E. BRYSON AS A DIRECTOR	Management	For	For
1.2	ELECT F.A. CORDOVA AS A DIRECTOR	Management	For	For
1.3	ELECT C.B. CURTIS AS A DIRECTOR	Management	For	For
1.4	ELECT B.M. FREEMAN AS A DIRECTOR	Management	For	For
1.5	ELECT B. KARATZ AS A DIRECTOR	Management	For	For
1.6	ELECT L.G. NOGALES AS A DIRECTOR	Management	For	For
1.7	ELECT R.L. OLSON AS A DIRECTOR	Management	For	For
1.8	ELECT J.M. ROSSER AS A DIRECTOR	Management	For	For
1.9	ELECT R.T. SCHLOSBERG, III AS A DIRECTOR	Management	For	For
1.10	ELECT R.H. SMITH AS A DIRECTOR	Management	For	For
1.11	ELECT T.C. SUTTON AS A DIRECTOR	Management	For	For
2	MANAGEMENT PROPOSAL TO AMEND ARTICLES OF INCORPORATION TO ELIMINATE ARTICLE FIFTH, THE FAIR PRICE PROVISION.	Management	For	For
3	SHAREHOLDER PROPOSAL ON SIMPLE MAJORITY VOTE .	Shareholder	Against	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ENTERGY CORPORATION MEETING DATE: 05/12/2006
TICKER: ETR     SECURITY ID: 29364G103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT M.S. BATEMAN AS A DIRECTOR	Management	For	For
1.2	ELECT W.F. BLOUNT AS A DIRECTOR	Management	For	For
1.3	ELECT S.D. DEBREE AS A DIRECTOR	Management	For	For
1.4	ELECT G.W. EDWARDS AS A DIRECTOR	Management	For	For
1.5	ELECT A.M. HERMAN AS A DIRECTOR	Management	For	For
1.6	ELECT D.C. HINTZ AS A DIRECTOR	Management	For	For
1.7	ELECT J.W. LEONARD AS A DIRECTOR	Management	For	For
1.8	ELECT S.L. LEVENICK AS A DIRECTOR	Management	For	For
1.9	ELECT R. V.D. LUFT AS A DIRECTOR	Management	For	For
1.10	ELECT J.R. NICHOLS AS A DIRECTOR	Management	For	For
1.11	ELECT W.A. PERCY, II AS A DIRECTOR	Management	For	For
1.12	ELECT W.J. TAUZIN AS A DIRECTOR	Management	For	For
1.13	ELECT S.V. WILKINSON AS A DIRECTOR	Management	For	For
2	APPROVAL TO AMEND THE CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENT WITH RESPECT TO THE REMOVAL OF DIRECTORS.	Management	For	For
3	APPROVAL OF 2007 EQUITY OWNERSHIP AND LONG TERM CASH INCENTIVE PLAN.	Management	For	Against
4	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING 2006.	Management	For	For
5	SHAREHOLDER PROPOSAL REGARDING MAJORITY ELECTION OF DIRECTORS.	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ESCO TECHNOLOGIES INC. MEETING DATE: 02/02/2006
TICKER: ESE     SECURITY ID: 296315104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT C.J. KRETSCHMER AS A DIRECTOR	Management	For	For
1.2	ELECT J.M. MCCONNELL AS A DIRECTOR	Management	For	For
1.3	ELECT D.C. TRAUSCHT AS A DIRECTOR	Management	For	For
2	APPROVAL OF INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS	Management	For	For
3	RATIFICATION OF COMPANY S SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING SEPTEMBER 30, 2006	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: EVERGREEN SOLAR, INC. MEETING DATE: 06/08/2006
TICKER: ESLR     SECURITY ID: 30033R108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: EXELON CORPORATION MEETING DATE: 07/22/2005
TICKER: EXC     SECURITY ID: 30161N101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	APPROVAL OF SHARE ISSUANCE	Management	For	For
2.1	ELECT E.A. BRENNAN AS A DIRECTOR	Management	For	For
2.2	ELECT B. DEMARS AS A DIRECTOR	Management	For	For
2.3	ELECT N.A. DIAZ AS A DIRECTOR	Management	For	For
2.4	ELECT J.W. ROWE AS A DIRECTOR	Management	For	For
2.5	ELECT R. RUBIN AS A DIRECTOR	Management	For	For
3	APPROVAL OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION	Management	For	For
4	RATIFICATION OF INDEPENDENT ACCOUNTANTS	Management	For	For
5	APPROVAL OF 2006 LONG-TERM INCENTIVE PLAN	Management	For	Against
6	APPROVAL OF EXELON EMPLOYEE STOCK PURCHASE PLAN FOR UNINCORPORATED SUBSIDIARIES	Management	For	Against
7	APPROVAL TO ADJOURN OR POSTPONE ANNUAL MEETING	Management	For	Abstain
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: EXELON CORPORATION MEETING DATE: 06/27/2006
TICKER: EXC     SECURITY ID: 30161N101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT M.W. D'ALESSIO AS A DIRECTOR	Management	For	For
1.2	ELECT R.B. GRECO AS A DIRECTOR	Management	For	For
1.3	ELECT J.M. PALMS AS A DIRECTOR	Management	For	For
1.4	ELECT J.W. ROGERS AS A DIRECTOR	Management	For	For
1.5	ELECT R.L. THOMAS AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT ACCOUNTANT	Management	For	For
3	SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER APPROVAL OF FUTURE SEVERANCE BENEFITS	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: FIDELITY CASH CENTRAL FUND MEETING DATE: 02/15/2006
TICKER: --     SECURITY ID: 31635A105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DENNIS J. DIRKS AS A DIRECTOR	Management	For	For
1.2	ELECT ALBERT R. GAMPER, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT ROBERT M. GATES AS A DIRECTOR	Management	For	For
1.4	ELECT GEORGE H. HEILMEIER AS A DIRECTOR	Management	For	For
1.5	ELECT EDWARD C. JOHNSON 3D AS A DIRECTOR	Management	For	For
1.6	ELECT STEPHEN P. JONAS AS A DIRECTOR	Management	For	For
1.7	ELECT MARIE L. KNOWLES AS A DIRECTOR	Management	For	For
1.8	ELECT NED C. LAUTENBACH AS A DIRECTOR	Management	For	For
1.9	ELECT WILLIAM O. MCCOY AS A DIRECTOR	Management	For	For
1.10	ELECT ROBERT L. REYNOLDS AS A DIRECTOR	Management	For	For
1.11	ELECT CORNELIA M. SMALL AS A DIRECTOR	Management	For	For
1.12	ELECT WILLIAM S. STAVROPOULOS AS A DIRECTOR	Management	For	For
1.13	ELECT KENNETH L. WOLFE AS A DIRECTOR	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: FIRSTENERGY CORP. MEETING DATE: 05/16/2006
TICKER: FE     SECURITY ID: 337932107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ANTHONY J. ALEXANDER AS A DIRECTOR	Management	For	For
1.2	ELECT DR. CAROL A. CARTWRIGHT AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM T. COTTLE AS A DIRECTOR	Management	For	For
1.4	ELECT ROBERT B. HEISLER, JR. AS A DIRECTOR	Management	For	For
1.5	ELECT RUSSELL W. MAIER AS A DIRECTOR	Management	For	For
1.6	ELECT GEORGE M. SMART AS A DIRECTOR	Management	For	For
1.7	ELECT WES M. TAYLOR AS A DIRECTOR	Management	For	For
1.8	ELECT JESSE T. WILLIAMS, SR. AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Management	For	For
3	SHAREHOLDER PROPOSAL	Shareholder	Against	Against
4	SHAREHOLDER PROPOSAL	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ITRON, INC. MEETING DATE: 05/09/2006
TICKER: ITRI     SECURITY ID: 465741106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT CHARLES H. GAYLORD, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT MICHAEL B. BRACY AS A DIRECTOR	Management	For	For
1.3	ELECT THOMAS S. FOLEY AS A DIRECTOR	Management	For	For
1.4	ELECT GRAHAM M. WILSON AS A DIRECTOR	Management	For	For
2	APPROVAL OF ITRON, INC. AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN.	Management	For	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: KINDER MORGAN, INC. MEETING DATE: 05/09/2006
TICKER: KMI     SECURITY ID: 49455P101
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RICHARD D. KINDER AS A DIRECTOR	Management	For	For
1.2	ELECT EDWARD H. AUSTIN, JR. AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM J. HYBL AS A DIRECTOR	Management	For	For
1.4	ELECT TED A. GARDNER AS A DIRECTOR	Management	For	For
2	BOARD PROPOSAL TO AMEND AND RESTATE OUR AMENDED AND RESTATED 1999 STOCK PLAN.	Management	For	Against
3	BOARD PROPOSAL TO APPROVE OUR FOREIGN SUBSIDIARY EMPLOYEES STOCK PURCHASE PLAN.	Management	For	For
4	BOARD PROPOSAL TO AMEND OUR EMPLOYEES STOCK PURCHASE PLAN.	Management	For	For
5	BOARD PROPOSAL TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: LEVEL 3 COMMUNICATIONS, INC. MEETING DATE: 05/15/2006
TICKER: LVLT     SECURITY ID: 52729N100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT ARUN NETRAVALI AS A DIRECTOR	Management	For	For
1.2	ELECT JOHN T. REED AS A DIRECTOR	Management	For	For
1.3	ELECT MICHAEL B. YANNEY AS A DIRECTOR	Management	For	For
2	TO APPROVE THE GRANTING TO THE LEVEL 3 BOARD OF DIRECTORS OF DISCRETIONARY AUTHORITY TO AMEND LEVEL 3 S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AT ONE OF FOUR RATIOS.	Management	For	For
3	TO ADOPT AN AMENDMENT TO LEVEL 3 S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF LEVEL 3 S COMMON STOCK, PAR VALUE $.01 PER SHARE FROM 1.5 BILLION TO 2.25 BILLION.	Management	For	For
4	TO ADOPT AN AMENDMENT TO LEVEL 3 S RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.	Management	For	For
5	TO ADOPT AN AMENDMENT TO THE LEVEL 3 COMMUNICATIONS, INC. 1995 STOCK PLAN (AMENDED AND RESTATED AS OF APRIL 1, 1998) TO EXTEND THE TERM OF THAT PLAN BY FIVE YEARS.	Management	For	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: MIRANT CORPORATION MEETING DATE: 05/09/2006
TICKER: MIR     SECURITY ID: 60467R100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT THOMAS W. CASON AS A DIRECTOR	Management	For	For
1.2	ELECT A.D. (PETE) CORRELL AS A DIRECTOR	Management	For	For
1.3	ELECT TERRY G. DALLAS AS A DIRECTOR	Management	For	For
1.4	ELECT THOMAS H. JOHNSON AS A DIRECTOR	Management	For	For
1.5	ELECT JOHN T. MILLER AS A DIRECTOR	Management	For	For
1.6	ELECT EDWARD R. MULLER AS A DIRECTOR	Management	For	For
1.7	ELECT ROBERT C. MURRAY AS A DIRECTOR	Management	For	For
1.8	ELECT JOHN M. QUAIN AS A DIRECTOR	Management	For	For
1.9	ELECT WILLIAM L. THACKER AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR FOR 2006	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: NEXTEL COMMUNICATIONS, INC. MEETING DATE: 07/13/2005
TICKER: NXTL     SECURITY ID: 65332V103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, AS AMENDED.	Management	For	For
2	APPROVAL OF ANY MOTION TO ADJOURN THE ANNUAL MEETING.	Management	For	Abstain
3.1	ELECT TIMOTHY M. DONAHUE AS A DIRECTOR	Management	For	For
3.2	ELECT FRANK M DRENDEL AS A DIRECTOR	Management	For	For
3.3	ELECT WILLIAM E. KENNARD AS A DIRECTOR	Management	For	For
4	APPOINTMENT OF DELOITTE & TOUCHE LLP AS NEXTEL S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005.	Management	For	For
5	APPROVAL OF THE NEXTEL COMMUNICATIONS, INC. AMENDED AND RESTATED INCENTIVE EQUITY PLAN.	Management	For	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: NEXTEL PARTNERS, INC. MEETING DATE: 10/24/2005
TICKER: NXTP     SECURITY ID: 65333F107
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	PROPOSAL ONE. YOU ARE BEING ASKED TO VOTE ON WHETHER TO EXERCISE THE PUT RIGHT, AS DEFINED IN THE COMPANY S RESTATED CERTIFICATE OF INCORPORATION.	Management	For	For
2	PROPOSAL TWO. IF PROPOSAL ONE FAILS TO PASS, YOU ARE BEING ASKED TO VOTE ON WHETHER TO ADJOURN THE SPECIAL MEETING UNTIL A DATE NO LATER THAN FEBRUARY 8, 2007, IN WHICH CASE YOU WOULD VOTE AT THAT LATER DATE ON WHETHER TO EXERCISE THE PUT RIGHT.	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: NRG ENERGY, INC. MEETING DATE: 04/28/2006
TICKER: NRG     SECURITY ID: 629377508
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN F. CHLEBOWSKI AS A DIRECTOR	Management	For	For
1.2	ELECT HOWARD E. COSGROVE AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM E. HANTKE AS A DIRECTOR	Management	For	For
1.4	ELECT ANNE C. SCHAUMBURG AS A DIRECTOR	Management	For	For
2	AMENDMENT TO ARTICLE FOUR, SECTION 2, OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	Management	For	For
3	AMENDMENT TO THE LONG-TERM INCENTIVE PLAN	Management	For	For
4	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ORMAT TECHNOLOGIES, INC. MEETING DATE: 05/09/2006
TICKER: ORA     SECURITY ID: 686688102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT YEHUDIT BRONICKI AS A DIRECTOR	Management	For	For
1.2	ELECT JACOB WORENKLEIN AS A DIRECTOR	Management	For	For
1.3	ELECT ELON KOHLBERG AS A DIRECTOR	Management	For	For
2	TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2006.	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: PPL CORPORATION MEETING DATE: 04/28/2006
TICKER: PPL     SECURITY ID: 69351T106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN W. CONWAY AS A DIRECTOR	Management	For	For
1.2	ELECT E. ALLEN DEAVER AS A DIRECTOR	Management	For	For
1.3	ELECT JAMES H. MILLER AS A DIRECTOR	Management	For	For
1.4	ELECT SUSAN M. STALNECKER AS A DIRECTOR	Management	For	For
2	RE-APPROVAL OF SHORT-TERM INCENTIVE PLAN	Management	For	For
3	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	Management	For	For
4	SHAREOWNER PROPOSAL	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: QUESTAR CORPORATION MEETING DATE: 05/16/2006
TICKER: STR     SECURITY ID: 748356102
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT KEITH O. RATTIE * AS A DIRECTOR	Management	For	For
1.2	ELECT M. W. SCOGGINS * AS A DIRECTOR	Management	For	For
1.3	ELECT HARRIS H. SIMMONS * AS A DIRECTOR	Management	For	For
1.4	ELECT BRUCE A. WILLIAMSON ** AS A DIRECTOR	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: ROGERS COMMUNICATIONS INC MEETING DATE: 04/25/2006
TICKER: --     SECURITY ID: 775109200
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	ELECT MR. RONALD D.BESSE AS A DIRECTOR	Management	For	For
2	ELECT MR. C.W. DAVID BIRCHALL AS A DIRECTOR	Management	For	For
3	ELECT MR. PETER C. GODSOE AS A DIRECTOR	Management	For	For
4	ELECT MR. ALAN D. HORN AS A DIRECTOR	Management	For	For
5	ELECT MR. THOMAS I. HULL AS A DIRECTOR	Management	For	For
6	ELECT MR. PHILIP B. LIND AS A DIRECTOR	Management	For	For
7	ELECT HON. DAVID R. PETERSON AS A DIRECTOR	Management	For	For
8	ELECT MR. NADIR H. MOHAMED AS A DIRECTOR	Management	For	For
9	ELECT MR. EDWARD S. ROGERS AS A DIRECTOR	Management	For	For
10	ELECT MR. EDWARD ROGERS AS A DIRECTOR	Management	For	For
11	ELECT MR. LORETTA A. ROGERS AS A DIRECTOR	Management	For	For
12	ELECT MR. MELINDA M. ROGERS AS A DIRECTOR	Management	For	For
13	ELECT MR. WILLIAM T. SCHLEYER AS A DIRECTOR	Management	For	For
14	ELECT MR. JOHN A. TORY AS A DIRECTOR	Management	For	For
15	ELECT MR. J.C.C. WANSBROUGH AS A DIRECTOR	Management	For	For
16	ELECT MR. COLIN D. WATSON AS A DIRECTOR	Management	For	For
17	APPOINT KPMG LLP AS THE AUDITORS	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SEMPRA ENERGY MEETING DATE: 05/04/2006
TICKER: SRE     SECURITY ID: 816851109
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JAMES G. BROCKSMITH, JR AS A DIRECTOR	Management	For	For
1.2	ELECT DONALD E. FELSINGER AS A DIRECTOR	Management	For	For
1.3	ELECT WILLIAM D. JONES AS A DIRECTOR	Management	For	For
1.4	ELECT WILLIAM G. OUCHI AS A DIRECTOR	Management	For	For
2	RATIFICATION OF INDEPENDENT AUDITORS	Management	For	For
3	ARTICLES AMENDMENT FOR THE ANNUAL ELECTION OF ALL DIRECTORS	Management	For	For
4	MISCELLANEOUS SHAREHOLDER PROPOSAL	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SHIP FINANCE INTERNATIONAL LIMITED MEETING DATE: 11/30/2005
TICKER: SFL     SECURITY ID: G81075106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO RE-ELECT PAUL LEAND JR. AS A DIRECTOR OF THE COMPANY.	Management	For	For
2	TO RE-ELECT TOR OLAV TROIM AS A DIRECTOR OF THE COMPANY.	Management	For	For
3	TO RE-ELECT KATE BLANKENSHIP AS A DIRECTOR OF THE COMPANY.	Management	For	For
4	TO APPOINT MOORE STEPHENS, P.C. AS AUDITORS AND TO AUTHORISE THE DIRECTORS TO DETERMINE THEIR REMUNERATION.	Management	For	For
5	TO TRANSACT OTHER SUCH BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.	Management	For	Abstain
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SOUTHERN UNION COMPANY MEETING DATE: 05/02/2006
TICKER: SUG     SECURITY ID: 844030106
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT DAVID L. BRODSKY AS A DIRECTOR	Management	For	For
1.2	ELECT FRANK W. DENIUS AS A DIRECTOR	Management	For	For
1.3	ELECT KURT A. GITTER, M. D. AS A DIRECTOR	Management	For	For
1.4	ELECT HERBERT H. JACOBI AS A DIRECTOR	Management	For	For
1.5	ELECT ADAM M. LINDEMANN AS A DIRECTOR	Management	For	For
1.6	ELECT GEORGE L. LINDEMANN AS A DIRECTOR	Management	For	For
1.7	ELECT THOMAS N. MCCARTER, III AS A DIRECTOR	Management	For	For
1.8	ELECT GEORGE ROUNTREE, III AS A DIRECTOR	Management	For	For
1.9	ELECT ALAN D. SCHERER AS A DIRECTOR	Management	For	For
2	THE APPROVAL OF THE SALE OF THE RHODE ISLAND OPERATIONS OF SOUTHERN UNION S NEW ENGLAND GAS COMPANY DIVISION TO NATIONAL GRID USA.	Management	For	For
3	THE APPROVAL OF THE TRANSFER OF THE MASSACHUSETTS OPERATIONS OF SOUTHERN UNION S NEW ENGLAND GAS COMPANY DIVISION TO A SUBSIDIARY OF SOUTHERN UNION.	Management	For	For
4	THE APPROVAL OF THE ADOPTION OF SOUTHERN UNION S SECOND AMENDED AND RESTATED 2003 STOCK AND INCENTIVE PLAN.	Management	For	Against
5	THE APPROVAL OF THE ADOPTION OF SOUTHERN UNION S AMENDED AND RESTATED EXECUTIVE INCENTIVE BONUS PLAN.	Management	For	For
6	THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS SOUTHERN UNION S INDEPENDENT EXTERNAL AUDITOR FOR THE YEAR ENDING DECEMBER 31, 2006.	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SPECTRASITE, INC. MEETING DATE: 08/03/2005
TICKER: SSI     SECURITY ID: 84761M104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 3, 2005, BY AND AMONG AMERICAN TOWER CORPORATION, ASTEROID MERGER SUB, LLC AND SPECTRASITE, INC., INCLUDING THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY.	Management	For	For
2	TO PERMIT SPECTRASITE S BOARD OF DIRECTORS OR ITS CHAIRMAN, IN THEIR DISCRETION, TO ADJOURN OR POSTPONE THE SPECIAL MEETING IF NECESSARY FOR FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE ORIGINALLY SCHEDULED TIME OF THE SPECIAL MEETING TO ADOPT PROPOSAL NUMBER ONE.	Management	For	Abstain
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SPRINT CORPORATION MEETING DATE: 07/13/2005
TICKER: S     SECURITY ID: 852061100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1	AMENDMENT TO SPRINT S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF SPRINT SERIES 1 COMMON STOCK.	Management	For	For
2	AMENDMENT TO SPRINT S ARTICLES OF INCORPORATION TO CREATE THE CLASS OF NON-VOTING COMMON STOCK AND CREATE THE NINTH SERIES PREFERRED STOCK AND ADD A PROVISION STATING THAT STOCKHOLDER APPROVAL IS NOT REQUIRED FOR THE ACQUISITION BY SPRINT NEXTEL OF NON-VOTING COMMON STOCK OR THE NINTH SERIES PREFERRED STOCK FROM A HOLDER OF THAT STOCK.	Management	For	For
3	ADOPTION OF THE SPRINT NEXTEL AMENDED AND RESTATED ARTICLES OF INCORPORATION.	Management	For	For
4	ISSUANCE OF SPRINT NEXTEL SERIES 1 COMMON STOCK, NON-VOTING COMMON STOCK AND THE NINTH SERIES PREFERRED STOCK IN THE MERGER.	Management	For	For
5	POSSIBLE ADJOURNMENT OF THE SPRINT ANNUAL MEETING.	Management	For	Abstain
6.1	ELECT GORDON M. BETHUNE AS A DIRECTOR	Management	For	For
6.2	ELECT DR. E. LINN DRAPER, JR. AS A DIRECTOR	Management	For	For
6.3	ELECT JAMES H. HANCE, JR. AS A DIRECTOR	Management	For	For
6.4	ELECT DEBORAH A. HENRETTA AS A DIRECTOR	Management	For	For
6.5	ELECT IRVINE O. HOCKADAY, JR. AS A DIRECTOR	Management	For	For
6.6	ELECT LINDA KOCH LORIMER AS A DIRECTOR	Management	For	For
6.7	ELECT GERALD L. STORCH AS A DIRECTOR	Management	For	For
6.8	ELECT WILLIAM H. SWANSON AS A DIRECTOR	Management	For	For
7	TO RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF SPRINT FOR 2005.	Management	For	For
8	STOCKHOLDER PROPOSAL CONCERNING SENIOR EXECUTIVE RETIREMENT BENEFITS.	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: SPRINT NEXTEL CORPORATION MEETING DATE: 04/18/2006
TICKER: S     SECURITY ID: 852061100
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT KEITH J. BANE AS A DIRECTOR	Management	For	For
1.2	ELECT GORDON M. BETHUNE AS A DIRECTOR	Management	For	For
1.3	ELECT TIMOTHY M. DONAHUE AS A DIRECTOR	Management	For	For
1.4	ELECT FRANK M. DRENDEL AS A DIRECTOR	Management	For	For
1.5	ELECT GARY D. FORSEE AS A DIRECTOR	Management	For	For
1.6	ELECT JAMES H. HANCE, JR. AS A DIRECTOR	Management	For	For
1.7	ELECT V. JANET HILL AS A DIRECTOR	Management	For	For
1.8	ELECT IRVINE O. HOCKADAY, JR. AS A DIRECTOR	Management	For	For
1.9	ELECT WILLIAM E. KENNARD AS A DIRECTOR	Management	For	For
1.10	ELECT LINDA KOCH LORIMER AS A DIRECTOR	Management	For	For
1.11	ELECT STEPHANIE M. SHERN AS A DIRECTOR	Management	For	For
1.12	ELECT WILLIAM H. SWANSON AS A DIRECTOR	Management	For	For
2	TO RATIFY APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF SPRINT NEXTEL FOR 2006.	Management	For	For
3	SHAREHOLDER PROPOSAL CONCERNING MAJORITY VOTING.	Shareholder	Against	Against
4	SHAREHOLDER PROPOSAL CONCERNING CUMULATIVE VOTING.	Shareholder	Against	Abstain
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: THE AES CORPORATION MEETING DATE: 05/11/2006
TICKER: AES     SECURITY ID: 00130H105
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT RICHARD DARMAN AS A DIRECTOR	Management	For	For
1.2	ELECT PAUL HANRAHAN AS A DIRECTOR	Management	For	For
1.3	ELECT KRISTINA M. JOHNSON AS A DIRECTOR	Management	For	For
1.4	ELECT JOHN A. KOSKINEN AS A DIRECTOR	Management	For	For
1.5	ELECT PHILIP LADER AS A DIRECTOR	Management	For	For
1.6	ELECT JOHN H. MCARTHUR AS A DIRECTOR	Management	For	For
1.7	ELECT SANDRA O. MOOSE AS A DIRECTOR	Management	For	For
1.8	ELECT PHILIP A. ODEEN AS A DIRECTOR	Management	For	For
1.9	ELECT CHARLES O. ROSSOTTI AS A DIRECTOR	Management	For	For
1.10	ELECT SVEN SANDSTROM AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.	Management	For	For
3	ADOPTION OF THE AES CORPORATION PERFORMANCE INCENTIVE PLAN.	Management	For	For
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: TXU CORP. MEETING DATE: 05/19/2006
TICKER: TXU     SECURITY ID: 873168108
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT E. GAIL DE PLANQUE AS A DIRECTOR	Management	For	For
1.2	ELECT LELDON E. ECHOLS AS A DIRECTOR	Management	For	For
1.3	ELECT KERNEY LADAY AS A DIRECTOR	Management	For	For
1.4	ELECT JACK E. LITTLE AS A DIRECTOR	Management	For	For
1.5	ELECT GERARDO I. LOPEZ AS A DIRECTOR	Management	For	For
1.6	ELECT J. E. OESTERREICHER AS A DIRECTOR	Management	For	For
1.7	ELECT MICHAEL W. RANGER AS A DIRECTOR	Management	For	For
1.8	ELECT LEONARD H. ROBERTS AS A DIRECTOR	Management	For	For
1.9	ELECT GLENN F. TILTON AS A DIRECTOR	Management	For	For
1.10	ELECT C. JOHN WILDER AS A DIRECTOR	Management	For	For
2	APPROVAL OF AUDITOR - DELOITTE & TOUCHE LLP.	Management	For	For
3	APPROVAL OF AMENDMENT TO THE COMPANY S RESTATED BYLAWS.	Management	For	For
4	APPROVAL OF THE COMPANY S RESTATED CERTIFICATE OF FORMATION.	Management	For	For
5	SHAREHOLDER PROPOSAL TO ELECT DIRECTORS BY MAJORITY VOTE.	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: VERIZON COMMUNICATIONS INC. MEETING DATE: 05/04/2006
TICKER: VZ     SECURITY ID: 92343V104
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT J.R. BARKER AS A DIRECTOR	Management	For	For
1.2	ELECT R.L. CARRION AS A DIRECTOR	Management	For	For
1.3	ELECT R.W. LANE AS A DIRECTOR	Management	For	For
1.4	ELECT S.O. MOOSE AS A DIRECTOR	Management	For	For
1.5	ELECT J. NEUBAUER AS A DIRECTOR	Management	For	For
1.6	ELECT D.T. NICOLAISEN AS A DIRECTOR	Management	For	For
1.7	ELECT T.H. O'BRIEN AS A DIRECTOR	Management	For	For
1.8	ELECT C. OTIS, JR. AS A DIRECTOR	Management	For	For
1.9	ELECT H.B. PRICE AS A DIRECTOR	Management	For	For
1.10	ELECT I.G. SEIDENBERG AS A DIRECTOR	Management	For	For
1.11	ELECT W.V. SHIPLEY AS A DIRECTOR	Management	For	For
1.12	ELECT J.R. STAFFORD AS A DIRECTOR	Management	For	For
1.13	ELECT R.D. STOREY AS A DIRECTOR	Management	For	For
2	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM	Management	For	For
3	CUMULATIVE VOTING	Shareholder	Against	Abstain
4	MAJORITY VOTE REQUIRED FOR ELECTION OF DIRECTORS	Shareholder	Against	Against
5	COMPOSITION OF BOARD OF DIRECTORS	Shareholder	Against	Against
6	DIRECTORS ON COMMON BOARDS	Shareholder	Against	Against
7	SEPARATE CHAIRMAN AND CEO	Shareholder	Against	Against
8	PERFORMANCE-BASED EQUITY COMPENSATION	Shareholder	Against	Against
9	DISCLOSURE OF POLITICAL CONTRIBUTIONS	Shareholder	Against	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

ISSUER NAME: WESTERN GAS RESOURCES, INC. MEETING DATE: 05/05/2006
TICKER: WGR     SECURITY ID: 958259103
Proposal No	Proposal	Proposed By	Management Recommendation	Vote Cast
1.1	ELECT JOHN E. BREWSTER, JR. AS A DIRECTOR	Management	For	For
1.2	ELECT THOMAS M HAMILTON AS A DIRECTOR	Management	For	For
1.3	ELECT JOSEPH E. REID AS A DIRECTOR	Management	For	For
2	PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY S CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY S AUTHORIZED COMMON STOCK TO 200,000,000 SHARES.	Management	For	For
3	PROPOSAL TO APPROVE THE FIRST AMENDMENT TO THE 2005 STOCK INCENTIVE PLAN.	Management	For	Against
Fidelity displays agenda items and descriptions as they are provided by the issuer and the vote processing agent. These descriptions may include special characters such as asterisks. Generally, asterisks refer to the class of director or stock or indicate notice of voting instructions.

POWER OF ATTORNEY

I, the undersigned Treasurer of the following investment companies:

Colchester Street Trust Fidelity Aberdeen Street Trust Fidelity Advisor Series I Fidelity Advisor Series II Fidelity Advisor Series IV Fidelity Advisor Series VIII Fidelity California Municipal Trust Fidelity Capital Trust Fidelity Central Investment Portfolios LLC Fidelity Charles Street Trust Fidelity Commonwealth Trust Fidelity Concord Street Trust Fidelity Contrafund Fidelity Court Street Trust Fidelity Court Street Trust II Fidelity Destiny Portfolios Fidelity Devonshire Trust Fidelity Financial Trust Fidelity Hastings Street Trust Fidelity Hereford Street Trust Fidelity Investment Trust Fidelity Magellan Fund Fidelity Massachusetts Municipal Trust Fidelity Money Market Trust Fidelity School Street Trust Fidelity Union Street Trust Fidelity Union Street Trust II Newbury Street Trust Variable Insurance Products Fund Variable Insurance Products Fund II Variable Insurance Products Fund III Variable Insurance Products Fund IV

plus any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individual serves as Treasurer (collectively, the "Funds"), hereby constitute and appoint Nicholas Steck and Claire Walpole my true and lawful attorneys-in-fact, each of them singly, with full power of substitution, and with full power to sign for me and in my name in the appropriate capacities, all Reports of the Proxy Voting Records of the Funds on Form N-PX under the Investment Company Act of 1940, as amended (the "Act"), or any successor thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate to cause such Form to be completed and filed in accordance with the Act and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitute may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after August 1, 2006.

WITNESS my hand on this 31st of July 2006.

/s/ Christine Reynolds

Christine Reynolds

Treasurer