0001193125-17-358797.txt : 20180412 0001193125-17-358797.hdr.sgml : 20180412 20171201151902 ACCESSION NUMBER: 0001193125-17-358797 CONFORMED SUBMISSION TYPE: N-14 PUBLIC DOCUMENT COUNT: 34 FILED AS OF DATE: 20171201 DATE AS OF CHANGE: 20180122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY CHARLES STREET TRUST CENTRAL INDEX KEY: 0000354046 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-14 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221863 FILM NUMBER: 171234036 BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY U S GOVERNMENT RESERVES FUND DATE OF NAME CHANGE: 19880201 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY FEDERAL RESERVES DATE OF NAME CHANGE: 19820215 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY UNITED STATES TREASURY TRUST DATE OF NAME CHANGE: 19811020 CENTRAL INDEX KEY: 0000354046 S000019189 Fidelity Asset Manager 60% C000053001 Fidelity Asset Manager 60% FSANX CENTRAL INDEX KEY: 0000035315 S000019396 Fidelity Global Strategies Fund C000053896 Fidelity Global Strategies Fund FDYSX CENTRAL INDEX KEY: 0000354046 S000017647 Fidelity Global Balanced Fund C000048772 Fidelity Global Balanced Fund FGBLX CENTRAL INDEX KEY: 0000354046 S000019189 Fidelity Asset Manager 60% C000053002 Fidelity Advisor Asset Manager 60%: Class A FSAAX CENTRAL INDEX KEY: 0000035315 S000019396 Fidelity Global Strategies Fund C000053897 Fidelity Advisor Global Strategies Fund: Class A FDASX CENTRAL INDEX KEY: 0000354046 S000017647 Fidelity Global Balanced Fund C000074277 Fidelity Advisor Global Balanced Fund: Class A FGLAX CENTRAL INDEX KEY: 0000354046 S000019189 Fidelity Asset Manager 60% C000053004 Fidelity Advisor Asset Manager 60%: Class C FSCNX CENTRAL INDEX KEY: 0000035315 S000019396 Fidelity Global Strategies Fund C000053899 Fidelity Advisor Global Strategies Fund: Class C FDCSX CENTRAL INDEX KEY: 0000354046 S000017647 Fidelity Global Balanced Fund C000074279 Fidelity Advisor Global Balanced Fund: Class C FGLCX CENTRAL INDEX KEY: 0000354046 S000019189 Fidelity Asset Manager 60% C000053005 Fidelity Advisor Asset Manager 60%: Class M FSATX CENTRAL INDEX KEY: 0000035315 S000019396 Fidelity Global Strategies Fund C000053900 Fidelity Advisor Global Strategies Fund: Class M FDTSX CENTRAL INDEX KEY: 0000354046 S000017647 Fidelity Global Balanced Fund C000074280 Fidelity Advisor Global Balanced Fund: Class M FGLTX CENTRAL INDEX KEY: 0000354046 S000019189 Fidelity Asset Manager 60% C000053006 Fidelity Advisor Asset Manager 60%: Class I FSNIX CENTRAL INDEX KEY: 0000035315 S000019396 Fidelity Global Strategies Fund C000053901 Fidelity Advisor Global Strategies Fund: Class I FDYIX CENTRAL INDEX KEY: 0000354046 S000017647 Fidelity Global Balanced Fund C000074281 Fidelity Advisor Global Balanced Fund: Class I FGLIX N-14 1 d485599dn14.htm N-14 N-14
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As filed with the Securities and Exchange Commission on December 1, 2017

Registration No. 33-            

(Investment Company Act Registration No. 811-03221)

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-14

 

 

REGISTRATION STATEMENT

UNDER

   THE SECURITIES ACT OF 1933  
   Pre-Effective Amendment No.               
   Post-Effective Amendment No.               

 

 

Fidelity Charles Street Trust

(Exact Name of Registrant as Specified in Charter)

 

 

Registrant’s Telephone Number (617) 563-7000

245 Summer St., Boston, MA 02210

(Address Of Principal Executive Offices)

 

 

Marc Bryant, Secretary

245 Summer Street

Boston, MA 02210

(Name and Address of Agent for Service)

 

 

Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933.

The Registrant has registered an indefinite amount of securities under the Securities Act of 1933 pursuant to Section 24(f) under the Investment Company Act of 1940; accordingly, no fee is payable herewith because of reliance upon Section 24(f).

It is proposed that this filing will become effective on January 2, 2018, pursuant to Rule 488.

 

 

 


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FIDELITY® GLOBAL BALANCED FUND

A SERIES OF

FIDELITY CHARLES STREET TRUST

FIDELITY® GLOBAL STRATEGIES FUND

A SERIES OF

FIDELITY SALEM STREET TRUST

245 SUMMER STREET, BOSTON, MASSACHUSETTS 02210

1-800-544-8544 (RETAIL CLASSES)

1-877-208-0098 (ADVISOR CLASSES)

NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS

To the Shareholders of Fidelity® Global Balanced Fund:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Global Balanced Meeting) of Fidelity Global Balanced Fund (Global Balanced) will be held at an office of Fidelity Charles Street Trust, One Spartan Way, Merrimack, New Hampshire 03054 (Industrial Drive, Exit 10, off Route 3) on March 8, 2018 at 8 a.m. Eastern Time (ET). The purpose of the Global Balanced Meeting is to consider and act upon the following proposal, and to transact such other business as may properly come before such Meeting or any adjournments thereof.

 

  (1) To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Global Balanced to Fidelity Asset Manager 60% in exchange solely for corresponding shares of beneficial interest of Fidelity Asset Manager 60% and the assumption by Fidelity Asset Manager 60% of Global Balanced’s liabilities, in complete liquidation of Global Balanced. (Proposal 1)

To the Shareholders of Fidelity® Global Strategies Fund:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Global Strategies Meeting) of Fidelity Global Strategies Fund (Global Strategies) will be held at an office of Fidelity Salem Street Trust, One Spartan Way, Merrimack, New Hampshire 03054 (Industrial Drive, Exit 10, off Route 3) on March 8, 2018 at 8 a.m. Eastern Time (ET). The purpose of the Global Strategies Meeting is to consider and act upon the following proposal, and to transact such other business as may properly come before such Meeting or any adjournments thereof.

 

  (2) To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of Global Strategies to Fidelity Asset Manager 60% in exchange solely for corresponding shares of beneficial interest of Fidelity Asset Manager 60% and the assumption by Fidelity Asset Manager 60% of Global Strategies’ liabilities, in complete liquidation of Global Strategies. (Proposal 2)

The Boards of Trustees have fixed the close of business on January 12, 2018 as the record date for the determination of the shareholders of each of Global Balanced and Global Strategies entitled to notice of, and to vote at, the Global Balanced Meeting and the Global Strategies Meeting (each, a Meeting and, together, the Meetings), respectively, and any adjournments thereof.

By order of the Board of Trustees,

MARC R. BRYANT, Secretary

January 12, 2018

 


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Your vote is important – please vote your shares promptly.

Shareholders are invited to attend a fund’s Meeting in person. Admission to a Meeting will be on a first-come, first-served basis and will require picture identification. Shareholders arriving after the start of a 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 a Meeting.

Any shareholder who does not expect to attend a Meeting is urged to vote using the touch-tone telephone or internet voting instructions on the following page 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 a Meeting to vote your shares, you will need to request a paper ballot at a Meeting in order to do so.


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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.    John Smith, Treasurer
   c/o 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    Ann B. Collins, Trustee
   u/t/d 12/28/78   

C. 1)

   Anthony B. Craft, Cust.    Anthony B. Craft
   f/b/o Anthony B. Craft, Jr.   
   UGMA   

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE OR THROUGH THE INTERNET

 

  1. Read the proxy statement, and have your proxy card 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.


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  FIDELITY® GLOBAL BALANCED FUND
A SERIES OF
FIDELITY CHARLES STREET TRUST
  FIDELITY ASSET MANAGER 60%
A SERIES OF
FIDELITY CHARLES STREET TRUST
  
 

FIDELITY® GLOBAL STRATEGIES FUND

A SERIES OF
FIDELITY SALEM STREET TRUST

      

245 SUMMER STREET, BOSTON, MASSACHUSETTS 02210

1-800-544-8544 (RETAIL CLASSES)

1-877-208-0098 (ADVISOR CLASSES)

PROXY STATEMENT AND PROSPECTUS

JANUARY 12, 2018

This combined Proxy Statement and Prospectus (Proxy Statement) is furnished to shareholders of Fidelity® Global Balanced Fund (Global Balanced), a series of Fidelity Charles Street Trust (Charles Street Trust), and Fidelity® Global Strategies Fund (Global Strategies), a series of Fidelity Salem Street Trust (Salem Street Trust, and together with Charles Street Trust, the trusts), in connection with a solicitation of proxies made by, and on behalf of, the trusts’ Boards of Trustees to be used at the Special Meeting of Shareholders of Global Balanced (the Global Balanced Meeting) and the Special Meeting of Shareholders of Global Strategies (the Global Strategies Meeting) and at any adjournments thereof (together, the Meetings), to be held on March 8, 2018 at 8 a.m. Eastern Time (ET), at One Spartan Way, Merrimack, New Hampshire 03054 (Industrial Drive, Exit 10, off Route 3), an office of the trusts and each fund’s manager, Fidelity Management & Research Company (FMR), Global Balanced’s manager, and FMR Co., Inc. (FMRC), Global Strategies’ manager (each an Adviser).

As more fully described in the Proxy Statement, shareholders of Global Balanced are being asked to consider and vote on an Agreement and Plan of Reorganization (Global Balanced Agreement) relating to the proposed acquisition of Global Balanced by Fidelity Asset Manager 60% (Asset Manager 60%) (Proposal 1) and shareholders of Global Strategies are being asked to consider and vote on an Agreement and Plan of Reorganization (Global Strategies Agreement) relating to the proposed acquisition of Global Strategies by Asset Manager 60% (Proposal 2).

The transactions contemplated by each Agreement are each referred to as a Reorganization and, together, the Reorganizations. Approval of each Reorganization will be determined solely by approval of the shareholders of the individual fund affected. It will not be necessary for both Reorganizations to be approved for either one of them to occur.

If the Agreement relating to your fund is approved by the fund’s shareholders and the related Reorganization occurs, you will become a shareholder of Asset Manager 60%. Your fund will transfer all of its assets to Asset Manager 60% in exchange solely for shares of beneficial interest of Asset Manager 60% and the assumption by Asset Manager 60% of your fund’s liabilities in complete liquidation of the fund. The total value of your fund holdings will not change as a result of each Reorganization. The Reorganizations are currently scheduled to take place as of the close of business of the New York Stock Exchange (the NYSE) on April 27, 2018, or such other time and date as the parties to the respective Agreement may agree (the Closing Date).

Asset Manager 60% (together with Global Balanced and Global Strategies, the funds) is a diversified series of Fidelity Charles Street Trust, an open-end management investment company registered with the Securities and Exchange Commission (the SEC). Asset Manager 60% seeks high total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments. Asset Manager 60% seeks to achieve its investment objective by maintaining a neutral mix over time of 60% of assets in stocks, 35% of assets in bonds, and 5% of assets in short-term and money market instruments.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Proxy Statement and the accompanying proxy card are first being mailed on or about January 12, 2018. The Proxy Statement sets forth concisely the information about each Reorganization and Asset Manager 60% that shareholders should know before voting on the proposed Reorganizations. Please read it carefully and keep it for future reference.

The following documents have been filed with the SEC and are incorporated into this Proxy Statement by reference, which means they are part of this Proxy statement for legal purposes:

(i) the Statement of Additional Information dated January 12, 2018, relating to this Proxy Statement;

(ii) the Prospectus for Asset Manager 60% dated November 29, 2017, relating to Fidelity Asset Manager 60% shares, a retail class of Asset Manager 60%, a copy of which, if applicable, accompanies this Proxy Statement;


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(iii) the Prospectus for Asset Manager 60% dated November 29, 2017, relating to Class A, Class M, Class C, and Class I shares, a copy of which, if applicable, accompanies this Proxy Statement;

(iv) the Statement of Additional Information for Asset Manager 60% dated November 29, 2017, relating to Fidelity Asset Manager 60% shares, a retail class of Asset Manager 60%;

(v) the Statement of Additional Information for Asset Manager 60% dated November 29, 2017, relating to Class A, Class M, Class C, and Class I shares;

(vi) the Prospectus for Global Balanced dated December 30, 2016, as supplemented, relating to Fidelity Global Balanced shares, a retail class of Global Balanced;

(vii) the Prospectus for Global Balanced dated December 30, 2016, as supplemented, relating to Class A, Class M, Class C, and Class I shares;

(viii) the Prospectus for Global Strategies dated July 29, 2017, as supplemented, relating to Global Strategies shares, a retail class of Global Strategies;

(ix) the Prospectus for Global Strategies dated July 29, 2017, as supplemented, relating to Class A, Class M, Class C, and Class I shares;

(x) the Statement of Additional Information for Global Balanced dated December 30, 2016, relating to Fidelity Global Balanced shares, a retail class of Global Balanced;

(xi) the Statement of Additional Information for Global Balanced dated December 30, 2016, as supplemented, relating to Class A, Class M, Class C, and Class I shares;

(xii) the Statement of Additional Information for Global Strategies dated July 29, 2017, as supplemented, relating to Fidelity Global Strategies shares, a retail class of Global Strategies;

(xiii) the Statement of Additional Information for Global Strategies dated July 29, 2017, as supplemented, relating to Class A, Class M, Class C, and Class I shares; and

(xiv) the Semiannual Report for Global Balanced for the fiscal period ended April 30, 2017.

You can obtain copies of the funds’ current Prospectuses, Statements of Additional Information, or annual or semiannual reports without charge by contacting Salem Street Trust or Charles Street Trust at Fidelity Distributors Corporation (FDC), 245 Summer Street, Boston, Massachusetts 02210, by calling 1-800-544-8544 (retail classes) or 1-877-208-0098 (Advisor classes), or by logging on to www.fidelity.com (retail classes) or institutional.fidelity.com (Advisor classes).

The trusts are subject to the informational requirements of the Securities and Exchange Act of 1934, as amended. Accordingly, each must file proxy material, reports, and other information with the SEC. You can review and copy such information at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549, the SEC’s Northeast Regional Office, 200 Vesey Street, Suite 400, New York, NY 10281-1022, and the SEC’s Midwest Regional Office, 175 W. Jackson Blvd., Suite 900, Chicago, IL 60604. Such information is also available from the EDGAR database on the SEC’s web site at http://www.sec.gov. You can also obtain copies of such information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the SEC’s Public Reference Room, Office of Consumer Affairs and Information Services, Washington, DC 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-202-551-8090.

An investment in the funds is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You could lose money by investing in the funds.

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Synopsis

     pg 6  

Comparison of Principal Risk Factors

     pg 23  

The Proposed Transactions

     pg 30  

Additional Information about the Funds

     pg 41  

Voting Information

     pg 41  

Miscellaneous

     pg 43  

 

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Exhibit 1. Form of Agreement and Plan of Reorganization of Fidelity Global Balanced

     pg 45  

Exhibit 2. Form of Agreement and Plan of Reorganization of Global Strategies

     pg 55  

Attachment 1A

     pg 65  

Attachment 1B

     pg 69  

Attachment 2A

     pg 74  

Attachment 2B

     pg 75  

Attachment 3

     pg 76  

SYNOPSIS

The following is a summary of certain information contained elsewhere in this Proxy Statement, in each Agreement, and/or in the Prospectuses and Statements of Additional Information of Global Balanced and Global Strategies, as applicable, or the Prospectuses and Statements of Additional Information of Asset Manager 60%, each of which are incorporated herein by reference. Shareholders should read the entire Proxy Statement and the Prospectuses of Asset Manager 60% carefully for more complete information.

What proposal am I being asked to vote on?

Shareholders of Global Balanced are being asked to vote on Proposal 1. As more fully described in Proposal 1 below, shareholders of Global Balanced are being asked to approve the Agreement relating to the proposed acquisition of Global Balanced by Asset Manager 60%.

Shareholders of Global Strategies are being asked to vote on Proposal 2. As more fully described in Proposal 2 below, shareholders of Global Strategies are being asked to approve the Agreement relating to the proposed acquisition of Global Strategies by Asset Manager 60%.

Approval of each Reorganization will be determined solely by approval of the shareholders of the individual fund affected. It will not be necessary for both Reorganizations to be approved for either one of them to occur.

Shareholders of record as of the close of business on January 12, 2018 will be entitled to vote at their respective Meeting.

If the Agreement relating to your fund is approved by fund shareholders and the related Reorganization occurs, you will become a shareholder of Asset Manager 60% instead. Your fund will transfer all of its assets to Asset Manager 60% in exchange solely for shares of beneficial interest of Asset Manager 60% and the assumption by Asset Manager 60% of your fund’s liabilities in complete liquidation of your fund. Each shareholder of Global Balanced and Global Strategies will receive shares of the corresponding class of Asset Manager 60% shown in the table below. Each Reorganization is currently scheduled to take place as of the close of business of the NYSE on the Closing Date.

 

Acquisition of the assets of:

  

By and in exchange for shares of:

Fidelity Global Balanced Fund*

   Fidelity Asset Manager 60%***

Global Balanced: Class A*

   Asset Manager 60%: Class A***

Global Balanced: Class C*

   Asset Manager 60%: Class C***

Global Balanced: Class I*

   Asset Manager 60%: Class I***

 

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Global Balanced: Class M*

   Asset Manager 60%: Class M***

Fidelity Global Strategies Fund**

   Fidelity Asset Manager 60%***

Global Strategies: Class A**

   Asset Manager 60%: Class A***

Global Strategies: Class C**

   Asset Manager 60%: Class C***

Global Strategies: Class I**

   Asset Manager 60%: Class I***

Global Strategies: Class M**

   Asset Manager 60%: Class M***

 

* Fidelity Global Balanced Fund is the retail class of Global Balanced. Class A, Class C, Class I, Class M are classes of Global Balanced.
** Fidelity Global Strategies Fund is the retail class of Global Strategies. Class A, Class C, Class I, Class M are classes of Global Strategies.
*** Fidelity Asset Manager 60% is the retail class of Asset Manager 60%. Class A, Class C, Class I, Class M are classes of Asset Manager 60%.

For more information, shareholders of Global Balanced please refer to the section entitled “The Proposed Transactions – Proposal 1 – Agreement and Plan of Reorganization.” For more information, shareholders of Global Strategies please refer to the section entitled “The Proposed Transactions – Proposal 2 – Agreement and Plan of Reorganization.”

Has the Board of Trustees approved the proposal?

Yes. Each fund’s Board of Trustees has carefully reviewed the proposal and approved the Agreement and the Reorganization for each fund. The Board of Trustees unanimously recommends that you vote in favor of your fund’s Reorganization by approving your fund’s Agreement. The Reorganizations are not contingent on one another and if a Reorganization is not approved by shareholders, the Adviser intends to recommend liquidation of the fund.

What are the reasons for the proposal?

The Board of Trustees considered the following factors, among others, in determining to recommend that you vote in favor of your fund’s Reorganization by approving your fund’s Agreement:

Proposal 1 – Global Balanced

The Board considered that the Reorganization will permit shareholders to pursue a similar asset allocation strategy, primarily differing in its exposure to non-U.S. securities, in a larger combined fund.

The Board also considered that the Reorganization will qualify as a tax-free exchange for federal income tax purposes, and that based on data for the 12 months ended June 30, 2017, and assuming each fund Reorganization is approved, shareholders are expected to benefit from an estimated reduction in net expenses (i.e., taking into account the fund’s current expense arrangements).

Based on data for the 12 months ended June 30, 2017, and assuming all proposals are approved, shareholders are expected to benefit from a net expense reduction as a percentage of average net assets depending on class at the following rates: Fidelity Global Balanced Fund (retail class), 0.27%; Class A, 0.24%; Class M, 0.25%; Class C, 0.27%; and Class I, 0.20% (although these amounts vary for the 12 months ended September 30, 2017, shown in the fees and expenses table in this Proxy Statement).

Other expense comparisons within this document are based on expenses for the 12 months ended September 30, 2017, in order to align with Asset Manager 60%’s most recent fiscal reporting period.

For more information, shareholders of Global Balanced please refer to the section entitled “The Proposed Transactions – Proposal 1 – Reasons for the Reorganization.”

Proposal 2 – Global Strategies

The Board considered that the Reorganization will permit shareholders to pursue a similar asset allocation strategy, primarily differing in its exposure to non-U.S. securities, in a larger combined fund.

The Board also considered that the Reorganization will qualify as a tax-free exchange for federal income tax purposes, and that based on data for the 12 months ended June 30, 2017, and assuming each fund Reorganization is approved, shareholders are expected to benefit from an estimated reduction in net expenses (i.e., taking into account the fund’s current expense arrangements).

Based on data for the 12 months ended June 30, 2017, and assuming all proposals are approved, shareholders are expected to benefit from a net expense reduction as a percentage of average net assets depending on class at the following rates: Fidelity Global Strategies Fund (retail class), 0.36%; Class A, 0.30%; Class M, 0.28%; Class C, 0.26%; and Class I, 0.31% (although these amounts vary for the 12 months ended September 30, 2017, shown in the fees and expenses table in this Proxy Statement).

Other expense comparisons within this document are based on expenses for the 12 months ended September 30, 2017, in order to align with Asset Manager 60%’s most recent fiscal reporting period.

 

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For more information, shareholders of Global Strategies please refer to the section entitled “The Proposed Transactions – Proposal 2 – Reasons for the Reorganization.”

How will you determine the number of shares of Asset Manager 60% that I will receive?

Although the number of shares you own will most likely change, the total value of your holdings will not change as a result of your fund’s Reorganization.

As provided in the Agreement relating to Proposal 1, Global Balanced will distribute shares of Asset Manager 60% to its shareholders so that each shareholder will receive the number of full and fractional shares of Asset Manager 60% equal in value to the net asset value of shares of Global Balanced held by such shareholder on the Closing Date.

As provided in the Agreement relating to Proposal 2, Global Strategies will distribute shares of Asset Manager 60% to its shareholders so that each shareholder will receive the number of full and fractional shares of Asset Manager 60% equal in value to the net asset value of shares of Global Strategies held by such shareholder on the Closing Date.

For more information, shareholders of Global Balanced please refer to the section entitled “The Proposed Transactions – Proposal 1 – Agreement and Plan of Reorganization.” For more information, shareholders of Global Strategies please refer to the section entitled “The Proposed Transactions – Proposal 2 – Agreement and Plan of Reorganization.”

What class of shares of Asset Manager 60% will I receive?

Holders of Fidelity Global Balanced Fund (retail class), Class A, Class M, Class C, and Class I shares of Global Balanced will receive Fidelity Asset Manager 60% (retail class), Class A, Class M, Class C, and Class I shares of Asset Manager 60%, respectively. Holders of Fidelity Global Strategies Fund (retail class), Class A, Class M, Class C, and Class I shares of Global Strategies will receive Fidelity Asset Manager 60% (retail class), Class A, Class M, Class C, and Class I shares of Asset Manager 60%, respectively.

Is either Reorganization considered a taxable event for federal income tax purposes?

No. Each fund will receive an opinion of counsel that its Reorganization will not result in any gain or loss for federal income tax purposes to Global Balanced, Global Strategies, or Asset Manager 60% or to the shareholders of any fund, except that Global Balanced and/or Global Strategies may recognize gain or loss with respect to assets (if any) that are subject to “mark-to-market” tax accounting.

For more information, shareholders of Global Balanced please refer to the section entitled “The Proposed Transactions – Proposal 1 – Federal Income Tax Considerations.” For more information, shareholders of Global Strategies please refer to the section entitled “The Proposed Transactions – Proposal 2 – Federal Income Tax Considerations.”

How do the funds’ investment objectives, strategies, policies, and limitations compare?

All of the funds are asset allocation funds, with each fund investing approximately 60% of its assets in equity securities and 40% of its assets in fixed-income securities and other investments. However, each fund’s specific investment objectives and principal investment strategies differ particularly with respect to their international allocations and how they achieve their exposure to various asset classes. Likewise, although the funds also have substantially similar fundamental and non-fundamental investment policies and limitations, there are some differences of which you should be aware as shown in each table below. The following tables compare the investment objectives, principal investment strategies, and policies and limitations of the funds.

Proposal 1 : Global Balanced

 

Global Balanced

  

Asset Manager 60%

Investment Objective (subject to change only by shareholder approval)    Investment Objective (subject to change only by shareholder approval)
Global Balanced seeks income and capital growth consistent with reasonable risk.    Asset Manager 60% seeks high total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

 

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Principal Investment Strategies

  

Principal Investment Strategies

FMR normally invests in equity and debt securities, including lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), issued throughout the world.    FMR normally allocates the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).
FMR always invests at least 25% of total assets in fixed-income senior securities (including debt securities and preferred stock).   

FMR maintains a neutral mix over time of 60% of assets in stocks, 35% of assets in bonds, and 5% of assets in short-term and money market instruments.

 

FMR normally adjusts its allocation among asset classes gradually within the following ranges: stock class (40%-90%), bond class (10%-60%), and short-term/money market class (0%-50%).

FMR normally allocates investments across different countries and regions.    FMR invests in domestic and foreign issuers.
FMR normally analyzes an issuer using fundamental factors (e.g., financial condition, earnings outlook, and strategy) and evaluating each security’s current price relative to estimated long-term value to select investments.    No corresponding principal strategy.
FMR normally invests in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).    Same principal strategy.

Fundamental Policies and Limitations

  

Fundamental Policies and Limitations

Identical to Asset Manager 60% with the exception of the following policy:    Identical to Global Balanced, except no corresponding policy for “Pooled Funds.”

Pooled Funds

 

The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the fund.

  

 

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Non-Fundamental Policies and Limitations

  

Non-Fundamental Policies and Limitations

Identical to Asset Manager 60% with the exception of the following policies:    Identical to Global Balanced with the exception of the following policies;

Short Sales

 

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

  

Short Sales

 

The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, except for sales of to be announced (TBA) securities, and provided that transactions in futures contracts, options, and swaps are not deemed to constitute selling securities short.

Illiquid Securities

 

The fund does not currently intend to purchase any security if, as a result, more than 15% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.

  

Illiquid Securities

 

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

Pooled Funds

 

The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the fund.

  

No corresponding policy or limitation

 

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Proposal 2 : Global Strategies

 

Global Strategies

  

Asset Manager 60%

Investment Objective (subject to change only by shareholder approval)    Investment Objective (subject to change only by shareholder approval)
Global Strategies seeks to maximize total return.    Asset Manager 60% seeks high total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Principal Investment Strategies

  

Principal Investment Strategies

FMRC normally invests in securities issued throughout the world.    FMR invests in domestic and foreign issuers.
FMRC allocates the fund’s assets between stocks and bonds by investing in Fidelity® funds (underlying Fidelity® funds) and non-affiliated exchange traded funds (ETFs), or through direct investments.   

FMR normally allocates the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

FMR maintains a neutral mix over time of 60% of assets in stocks, 35% of assets in bonds, and 5% of assets in short-term and money market instruments.

 

FMR normally adjusts its allocation among asset classes gradually within the following ranges: stock class (40%-90%), bond class (10%-60%), and short-term/money market class (0%-50%).

FMRC normally invests up to 25% of assets in commodity-related ETFs and exchange-traded notes (ETNs) and other commodities and commodity-linked investments through a wholly-owned subsidiary.    No corresponding principal strategy.
FMRC allocates investments across different countries and regions.    No corresponding principal strategy.
FMRC adjusts allocation among asset classes to take advantage of short-term market opportunities and strategic, longer-term opportunities.    No corresponding principal strategy.
No corresponding principal strategy.    FMR normally invests in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

 

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FMRC allocates assets using a combination of economic research, quantitative analysis, fundamental research and technical analysis.    No corresponding principal strategy.
Fundamental policies and limitations (subject to change only by shareholder vote)    Fundamental policies and limitations (subject to change only by shareholder vote)
Identical to Asset Manager 60% with the exception of the following policies:    Identical to Global Strategies with the exception of the following policies:

Concentration

 

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

  

Concentration

 

The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry.

Commodities

 

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

  

Commodities

 

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

 

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Non-Fundamental Policies and Limitations

  

Non-Fundamental Policies and Limitations

Identical to Asset Manager 60% with the exception of the following policies:    Identical to Global Strategies with the exception of the following policies:

Short Sales

 

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

  

Short Sales

 

The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, except for sales of to be announced (TBA) securities, and provided that transactions in futures contracts, options, and swaps are not deemed to constitute selling securities short.

Loans

 

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

  

Loans

 

The fund does not currently intend to lend assets other than securities to other parties, except by (a) making direct loans to companies in which the fund has a pre-existing investment (b) lending money (up to 15% of the fund’s net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (c) assuming any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.)

For a comparison of the principal risks associated with the funds’ principal investment strategies, please refer to the section entitled “Comparison of Principal Risk Factors.”

For more information about the funds’ investment objectives, strategies, policies, and limitations, please refer to the “Investment Details” section of the funds’ Prospectuses, and to the “Investment Policies and Limitations“ section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Following the Reorganizations, the combined fund will be managed in accordance with the investment objective, strategies, policies, and limitations of Asset Manager 60%.

How do the funds’ management and distribution arrangements compare?

The following summarizes the management and distribution arrangements of Global Balanced, Global Strategies, and Asset Manager 60%:

Management of the Funds

The principal business address of FMR, Global Balanced’s and Asset Manager 60%’s manager, and FMRC, Global Strategies’ manager, is 245 Summer Street, Boston, Massachusetts 02210.

As the manager, FMR and FMRC have overall responsibility for directing their respective fund’s investments and handling their business affairs. As the manager, FMR and FMRC are responsible for handling their respective fund’s business affairs. As of December 31, 2016, FMR had approximately $219.0 billion in discretionary assets under management, and approximately $2.13 trillion when combined with all of its affiliates’ assets under management. As of December 31, 2016, FMRC had approximately $919.5 billion in discretionary assets under management, and approximately $2.13 trillion when combined with all of its affiliates’ assets under management.

FMRC serves as sub-adviser to Global Balanced and Asset Manager 60% and has day-to-day responsibility for choosing certain types of investments for Global Balanced and Asset Manager 60%.

Fidelity Investments Money Management, Inc. (FIMM), 245 Summer Street, Boston, Massachusetts 02210, serves as sub-adviser to Asset Manager 60%. FIMM has day-to-day responsibility for choosing certain types of investments for Asset Manager 60%. As of December 31, 2016, FIMM had approximately $689.2 billion in discretionary assets under management.

 

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Fidelity Investment Management (UK) Limited (FMR (UK)), located at 1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom, serves as sub-adviser to the funds. FMR UK has day-to-day responsibility for choosing certain types of investments for Global Balanced. FMR UK may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for Global Strategies and Asset Manager 60%. As of December 31, 2016, FMR UK had approximately $16.9 billion in discretionary assets under management.

Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), located at Floor 19, 41 Connaught Road Central, Hong Kong, serves as sub-adviser to the funds. FMR H.K. has day-to-day responsibility for choosing certain types of investments for Global Balanced. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for Global Strategies and Asset Manager 60%. As of December 31, 2016, FMR H.K. had approximately $12.3 billion in discretionary assets under management.

Fidelity Management & Research (Japan) Limited (FMR Japan), located at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan is also a sub-adviser to the funds. FIL Investment Advisors (FIA), located at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda; FIL Investment Advisors (UK) Limited (FIA(UK)), located at Oakhill House, 130 Tonbridge Road, Hildenborough, TN11 9DZ, United Kingdom; and FIL Investments (Japan) Limited (FIJ), at Shiroyama Trust Tower, 4-3-1, Toranomon, Minato-ku, Tokyo 105-6019, Japan, are also sub-advisers to Global Balanced. Currently, FIA (UK) has day-to-day responsibility for choosing certain types of investments for Global Balanced.

FMR is expected to continue serving as manager, and FIMM, FMRC, FMR UK, FMR H.K., and FMR Japan are expected to continue serving as sub-advisers of the combined fund after the Reorganizations.

Geoff Stein is lead portfolio manager of Global Balanced, which he has managed since June 2009. Mr. Stein is also portfolio manager of Global Strategies, which he has managed since July 2017, and Asset Manager 60%, which he has managed since June 2009. He also manages other funds. Since joining Fidelity Investments in 1994, Mr. Stein has worked as director of the Portfolio Analysis Group, director of Portfolio Strategy for Strategic Advisers, Inc., and as a portfolio manager.

John Dance is co-manager of Global Balanced, which he has managed since May 2016. He also manages other funds. Since joining Fidelity Investments in 2006, Mr. Dance has worked as a research analyst and portfolio manager.

Stephen DuFour is co-manager of Global Balanced, which he has managed since October 2007. He also manages other funds. Since joining Fidelity Investments in 1992, Mr. DuFour has worked as an equity analyst and portfolio manager.

Stefan Lindblad is co-manager of Global Balanced, which he has managed since October 2014. He also manages other funds. Since joining Fidelity Investments in 2010, Mr. Lindblad has worked as a research analyst and portfolio manager.

David Simner is co-manager of Global Balanced, which he has managed since August 2016. He also manages other funds. Since 1996, Mr. Simner has worked as a quantitative analyst, director of quantitative research, and portfolio manager.

Mr. Stein, who is currently the lead portfolio manager of Global Balanced and the portfolio manager of Asset Manager 60% and Global Strategies, is expected to continue to be responsible for portfolio management of the combined fund after each Reorganization.

For information about the compensation of, any other accounts managed by, and any fund shares held by a fund’s portfolio manager(s), please refer to the “Management Contracts” section of the funds’ Statements of Additional Information, which are incorporated herein by reference.

Global Balanced and Asset Manager 60% have entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.

Global Strategies has entered into a management contract with FMRC, pursuant to which FMRC furnishes investment advisory and other services.

Global Strategies pays FMRC an “all-inclusive” management fee at an annual rate of 0.50% of the fund’s average net assets. Under Global Strategies’ management contract, FMRC is responsible for paying the fund’s operating expenses, with limited exceptions. FMRC has contractually agreed to waive 0.10% of the fund’s management fee through July 31, 2018, after which date FMR in its sole discretion may discontinue the arrangement at any time.

In contrast, under Global Balanced and Asset Manager 60%’s management contract, FMR is not responsible for paying the fund’s operating expenses. Global Balanced and Asset Manager 60% each pay its management fee and other operating expenses separately. Global Balanced and Asset Manager 60% each pay FMR a management fee calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund’s average net assets. The group fee rate is based on the average net assets of all the mutual funds advised by FMR. For this purpose, the average net assets of any mutual funds previously advised by FMR that currently are advised by Fidelity SelectCo, LLC are included. This rate cannot rise above 0.52%, and it drops as total assets under management increase. For September 2017, the group fee rate for Global Balanced and Asset Manager 60% was 0.24%. The individual fund fee rate is 0.45% of average net assets for Global Balanced and 0.30% of average net assets for Asset Manager 60%.

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for Global Balanced is available in the fund’s annual report for the fiscal period ended October 31, 2017.

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for Global Strategies is available in the fund’s semi-annual report for the fiscal period ended November 30, 2016.

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for Asset Manager 60% is available in the fund’s annual report for the fiscal period ended September 30, 2017.

 

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If either or both of the Reorganizations are approved, the combined fund will retain Asset Manager 60%’s management fee structure, requiring payment of a management fee and other operating expenses separately. Under Global Strategies’s all-inclusive management fee structure, Global Strategies shareholders currently have the right to vote on any expense increases over 0.50% of average net assets. Shareholders of the combined fund would also have the right to vote on any increases in FMR’s management fee; however, because the management fee would not be all-inclusive, shareholders would not have the right to vote on all types of expense increases.

For more information about fund management, please refer to the “Fund Management” section of the funds’ Prospectuses, and to the “Control of Investment Advisers” and “Management Contracts” sections of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Expense Arrangements

Each of the funds has an expense reimbursement arrangement as described below.

Global Balanced: FMR has voluntarily agreed to reimburse Global Balanced 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:

 

Share Class:

   Expense Cap:  

Fidelity Global Balanced Fund (retail class)

     1.20

Class A

     1.45

Class M

     1.70

Class C

     2.20

Class I

     1.20

Voluntary arrangements may be discontinued at any time.

Global Strategies: The fund may invest in a wholly-owned subsidiary (the “Subsidiary”). The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of Global Strategies’ management fee through July 31, 2018.

Asset Manager 60%: FMR has voluntarily agreed to reimburse Asset Manager 60% 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:

 

Share Class:

   Expense Cap:  

Fidelity Asset Manager 60% (retail class)

     0.85

Class A

     1.10

Class M

     1.35

Class C

     1.85

Class I

     0.85

Voluntary arrangements may be discontinued at any time.

For more information about the funds’ fees and operating expenses, please refer to the funds’ Prospectuses, which are incorporated herein by reference, and to “Annual Fund and Class Operating Expenses” below.

If either of the proposed Reorganizations is not approved, the fund not approving the Reorganization will maintain its current expense structure; however, the Adviser intends to recommend liquidation if a Reorganization is not approved.

Distribution of Fund Shares

The principal business address of Fidelity Distributors Corporation (FDC), each fund’s principal underwriter and distribution agent, is 100 Salem Street, Smithfield, Rhode Island, 02917.

Fidelity Global Balanced Fund, a retail class of Global Balanced, Fidelity Global Strategies Fund, a retail class of Global Strategies, and Fidelity Asset Manager 60%, a retail class of Asset Manager 60%, have each adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) that recognizes that FMR may use

 

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its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of fund shares and/or shareholder support services. The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of each fund has authorized such payments for shares of each fund.

Class A, Class M, Class C, and Class I of each fund have adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act.

Class A has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class A is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class A shares. Class A may pay this 12b-1 (distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees may determine from time to time. Currently, the Trustees have not approved such payments. The Trustees may approve 12b-1 (distribution) fee payments at an annual rate of up to 0.50% of Class A’s average net assets when the Trustees believe that it is in the best interests of Class A shareholders to do so.

In addition, pursuant to the Class A plan, Class A pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class A’s average net assets throughout the month for providing shareholder support services.

Class M has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class M is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class M shares. Class M may pay this 12b-1 (distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees may determine from time to time. Class M currently pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.25% of its average net assets throughout the month. Class M’s 12b-1 (distribution) fee rate may be increased only when the Trustees believe that it is in the best interests of Class M shareholders to do so.

In addition, pursuant to the Class M plan, Class M pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class M’s average net assets throughout the month for providing shareholder support services.

Class C has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class C is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class C shares. Class C currently pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.75% of its average net assets throughout the month.

In addition, pursuant to the Class C plan, Class C pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class C’s average net assets throughout the month for providing shareholder support services.

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

If either of the Reorganizations is approved, the Distribution and Service Plans for the classes of the combined fund will remain unchanged.

For more information about fund distribution, please refer to the “Fund Distribution” section of the funds’ Prospectuses, and to the “Distribution Services” section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

How do the funds’ fees and operating expenses compare, and what are the combined fund’s fees and operating expenses estimated to be following the Reorganizations?

The following tables, together with Attachments 1A-1B and 2A-2B allow you to compare the fees and expenses of each fund and to analyze the pro forma estimated fees and expenses of the combined fund.

Annual Fund and Class Operating Expenses

The following tables show the fees and expenses of Global Balanced, Global Strategies, and Asset Manager 60% for the 12 months ended September 30, 2017, and the pro forma estimated fees and expenses of the combined fund based on the same time period after giving effect to both Reorganizations (excluding voluntary expense reimbursements). Sales charges, if applicable, are paid directly to FDC, each fund’s distributor. Annual fund or class operating expenses are paid by each fund or class, as applicable.

The combined pro forma expenses shown below assume that both of the Reorganizations occur. Attachments 1A and 2A provides pro forma expense information for the 12 months ended September 30, 2017 for the combined fund assuming only Proposal 1 is approved. Attachments 1B and 2B provides pro forma expense information for the 12 months ended September 30, 2017 for the combined fund assuming only Proposal 2 is approved.

As shown below, the Reorganization is expected to result in lower total annual operating expenses for Global Balanced and Global Strategies shareholders.

 

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Class A

Shareholder Fees (fees paid directly from your investment)

 

     Global
Balanced
    Global
Strategies
    Asset
Manager
60%
    Asset
Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     5.75     5.75     5.75

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None A      None A      None A      None A 

 

A Class A purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00%.

Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Balanced
    Global
Strategies
    Asset
Manager
60%
    Asset
Manager 60%
Pro forma
CombinedC
 

Management fee

     0.70    
0.50

    0.55     0.55

Distribution and/or Service (12b-1) fees

     0.25     0.25     0.25     0.25

Other expenses

     0.34     0.01     0.23     0.24

Acquired Fund fees and expenses

     None       0.71 % A      0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.29     1.47 %B      1.05 % B      1.06

Fee waiver and/or expense reimbursement

     None       0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     1.29     1.36 % B      1.05 % B      1.06

 

A The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.
B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

Class M

Shareholder Fees (fees paid directly from your investment)

 

     Global
Balanced
    Global
Strategies
    Asset
Manager
60%
    Asset
Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     3.50     3.50     3.50     3.50

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None A      None A      None A      None A 

 

A  Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 0.25%.

 

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Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Balanced
    Global
Strategies
    Asset Manager
60%
   

Asset Manager

60%
Pro forma
CombinedC

 

Management fee

     0.70     0.50     0.55     0.55

Distribution and/or Service (12b-1) fees

     0.50     0.50     0.50     0.50

Other expenses

     0.38     0.01     0.23     0.26

Acquired Fund fees and expenses

     None       0.71 % A      0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.58     1.72 %B      1.30 % B      1.33

Fee waiver and/or expense reimbursement

     None       0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     1.58     1.61 % B      1.30 % B      1.33

 

A The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.
B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

Class C

Shareholder Fees (fees paid directly from your investment)

 

     Global
Balanced
    Global
Strategies
    Asset Manager
60%
    Asset Manager
60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     None       None       None       None  

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     1.00 % A      1.00 % A      1.00 % A      1.00 % A 

 

A On Class C shares redeemed less than one year after purchase.

 

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Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Balanced
    Global
Strategies
    Asset Manager
60%
    Asset Manager
60%
Pro forma
CombinedC
 

Management fee

     0.70     0.50     0.55     0.55

Distribution and/or Service (12b-1) fees

     1.00     1.00     1.00     1.00

Other expenses

     0.41     0.01     0.23     0.28

Acquired Fund fees and expenses

     None       0.71 % A      0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     2.11     2.22 %B      1.80 % B      1.85

Fee waiver and/or expense reimbursement

     None       0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     2.11     2.11 % B      1.80 % B      1.85

 

A The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.
B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

Class I

Shareholder Fees (fees paid directly from your investment)

 

     Global
Balanced
     Global
Strategies
    

Asset

Manager

60%

    

Asset
Manager

60%
Pro forma
Combined

 

Maximum sales charge (load) on purchases (as a % of offering price)

     None        None        None        None  

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None        None        None        None  

Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Balanced
    Global
Strategies
    Asset Manager
60%
    Asset Manager
60%
Pro forma
CombinedC
 

Management fee

     0.70     0.50     0.55     0.55

Distribution and/or Service (12b-1) fees

     None       None       None       None  

Other expenses

     0.29     0.01     0.20     0.23

Acquired Fund fees and expenses

     None       0.71 % A      0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     0.99 % B      1.22 %B      0.77 % B      0.80

Fee waiver and/or expense reimbursement

     None       0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     0.99     1.11 % B      0.77 % B      0.80

 

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A The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.
B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

Retail Class

Shareholder Fees (fees paid directly from your investment)

 

     Global
Balanced
     Global
Strategies
    

Asset

Manager
60%

     Asset Manager
60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     None        None        None        None  

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None        None        None        None  

Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Balanced
    Global
Strategies
    Asset Manager
60%
    Asset Manager
60%
Pro forma
CombinedC
 

Management fee

     0.70     0.50     0.55     0.55

Distribution and/or Service (12b-1) fees

     None       None       None       None  

Other expenses

     0.31     0.01     0.16     0.17

Acquired Fund fees and expenses

     None       0.71 % A      0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.01 % B      1.22 %B     0.73 % B      0.74

Fee waiver and/or expense reimbursement

     None       0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     1.01     1.11 % B      0.73 % B      0.74

 

A The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.

 

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B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

Examples of Effect of Fund Expenses

The following tables illustrate the expenses on a hypothetical $10,000 investment in each fund under the current and pro forma (combined fund) expenses calculated at the rates stated above, assuming a 5% annual return after giving effect to the Reorganizations. The tables illustrate how much a shareholder would pay in total expenses if the shareholder sells all of his or her shares at the end of each time period indicated and if the shareholder holds his or her shares.

Global Balanced

 

     Class A      Class M      Class C      Class I      Global Balanced Fund
(Retail Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 699      $ 699      $ 505      $ 505      $ 314      $ 214      $ 101      $ 101      $ 103      $ 103  

3 Year

   $ 960      $ 960      $ 831      $ 831      $ 661      $ 661      $ 315      $ 315      $ 322      $ 322  

5 Year

   $ 1,242      $ 1,242      $ 1,180      $ 1,180      $ 1,134      $ 1,134      $ 547      $ 547      $ 558      $ 558  

10 Year

   $ 2,042      $ 2,042      $ 2,163      $ 2,163      $ 2,441      $ 2,441      $ 1,213      $ 1,213      $ 1,236      $ 1,236  

Global Strategies

 

     Class A      Class M      Class C      Class I      Global Strategies
Fund (Retail Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 706      $ 706      $ 508      $ 508      $ 314      $ 214      $ 113      $ 113      $ 113      $ 113  

3 Year

   $ 1,001      $ 1,001      $ 861      $ 861      $ 682      $ 682      $ 374      $ 374      $ 374      $ 374  

5 Year

   $ 1,320      $ 1,320      $ 1,239      $ 1,239      $ 1,178      $ 1,178      $ 658      $ 658      $ 658      $ 658  

10 Year

   $ 2,221      $ 2,221      $ 2,299      $ 2,299      $ 2,544      $ 2,544      $ 1,466      $ 1,466      $ 1,466      $ 1,466  

 

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Asset Manager 60%

 

     Class A      Class M      Class C      Class I      Asset Manager
60% (Retail Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 676      $ 676      $ 478      $ 478      $ 283      $ 183      $ 79      $ 79      $ 75      $ 75  

3 Year

   $ 890      $ 890      $ 748      $ 748      $ 566      $ 566      $ 246      $ 246      $ 233      $ 233  

5 Year

   $ 1,121      $ 1,121      $ 1,038      $ 1,038      $ 975      $ 975      $ 428      $ 428      $ 406      $ 406  

10 Year

   $ 1,784      $ 1,784      $ 1,863      $ 1,863      $ 2,116      $ 2,116      $ 954      $ 954      $ 906      $ 906  

Asset Manager 60% Pro Forma Combined

 

     Class A      Class M      Class C      Class I      Asset Manager
60% (Retail Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 677      $ 677      $ 481      $ 481      $ 288      $ 188      $ 82      $ 82      $ 76      $ 76  

3 Year

   $ 893      $ 893      $ 757      $ 757      $ 582      $ 582      $ 255      $ 255      $ 237      $ 237  

5 Year

   $ 1,126      $ 1,126      $ 1,053      $ 1,053      $ 1,001      $ 1,001      $ 444      $ 444      $ 411      $ 411  

10 Year

   $ 1,795      $ 1,795      $ 1,895      $ 1,895      $ 2,169      $ 2,169      $ 990      $ 990      $ 918      $ 918  

These examples assume that all dividends and other distributions are reinvested and that the percentage amounts listed under Annual Operating Expenses remain the same in the years shown. These examples illustrate the effect of expenses, but are not meant to suggest actual or expected expenses, which may vary. The assumed return of 5% is not a prediction of, and does not represent, actual or expected performance of any fund.

The combined fund pro forma expenses shown above assume that both of the Reorganizations occur. Attachment 2A provides pro forma expenses for the combined fund if only Proposal 1 is approved. Attachment 2B provides pro forma expenses for the combined fund if only Proposal 2 is approved.

Do the procedures for purchasing and redeeming shares of the funds differ?

On August 11, 2017, Global Balanced and Global Strategies closed to new accounts. Shareholders of Global Balanced and Global Strategies as of that date can continue to purchase shares of their respective fund. Shareholders of Global Balanced and Global Strategies may redeem shares of their respective fund through the Closing Date of their fund’s Reorganization. Aside from the closing of Global Balanced and Global Strategies, the procedures for purchasing and redeeming shares of the funds are the same. If one or both Reorganizations are approved, the procedures for purchasing and redeeming shares of the combined fund will remain unchanged.

 

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For more information about the procedures for purchasing and redeeming the funds’ shares, including a description of the policies and procedures designed to discourage excessive or short-term trading of fund shares, please refer to the “Additional Information about the Purchase and Sale of Shares” section of the funds’ Prospectuses, and to the “Buying, Selling and Exchanging Information” section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Do the funds’ exchange privileges differ?

No. The exchange privileges currently offered by the funds are the same. If one or both Reorganizations is approved, the exchange privilege offered by the combined fund will remain unchanged.

For more information about the funds’ exchange privileges, please refer to the “Exchanging Shares” section of the funds’ Prospectuses, and to the “Buying, Selling and Exchanging Information” section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Do the funds’ dividend and distribution policies differ?

Global Balanced and Asset Manager 60% have the same dividend and distribution policies. Global Strategies and Asset Manager 60%’s dividend and distribution policies differ.

 

Fund Name:

  

Usual frequency of payment of dividend and capital gains distributions:

Global Balanced

   December

Global Strategies

   July and December

Asset Manager 60%

   December

If one or both Reorganizations is/are approved, the dividend and distribution policies of the combined fund will be the same as the current dividend and distribution policies of Asset Manager 60%.

On or before the Closing Date, Global Balanced and Global Strategies may declare additional dividends or other distributions in order to distribute substantially all of its investment company taxable income and net realized capital gain (including any gain resulting from any portfolio repositioning prior to the applicable Reorganization).

For more information about the funds’ dividend and distribution policies, please refer to the “Dividends and Capital Gain Distributions” section of the funds’ Prospectuses, and to the “Distributions and Taxes” section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

Who bears the expenses associated with the Reorganizations?

Global Balanced will bear the cost of its Reorganization, provided the expenses do not exceed its classes’ existing voluntary expense caps. Expenses exceeding a class’s voluntary expense cap will be paid by FMR. Any transaction costs associated with portfolio adjustments to Global Balanced due to the Reorganization that occur prior to the Closing Date will be borne by the fund notwithstanding each class’s voluntary expense cap.

For Global Strategies, pursuant to its all-inclusive management contract, FMRC will bear the cost of its Reorganization.

For more information, please refer to the section entitled “Voting Information – Solicitation of Proxies; Expenses.”

COMPARISON OF PRINCIPAL RISK FACTORS

Many factors affect each fund’s performance. Each fund’s share price changes daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. A fund’s reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund’s level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money by investing in a fund.

The following is a summary of the principal risks associated with an investment in the funds.

Because the funds have some different principal investment strategies as described above, the funds are also subject to some different investment risks, of which you should be aware.

 

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Table of Contents

What risks are associated with an investment in each of the funds?

Each fund is subject to the following principal risks:

Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations, especially in foreign markets, can be dramatic over the short as well as long term, and different parts of the market, including different market sectors, and different types of equity securities can react differently to these developments. For example, stocks of companies in one sector can react differently from those in another, large cap stocks can react differently from small cap stocks, and “growth” stocks can react differently from “value” stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Interest Rate Changes. Debt securities, including money market securities, have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and certain types of securities, such as mortgage securities and the securities of issuers in the financial services sector, can be more sensitive to interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security’s price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates. Securities with floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest rates in general. Securities whose payment at maturity is based on the movement of all or part of an index and inflation-protected debt securities may react differently from other types of debt securities.

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign exchange rates; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

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

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

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

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s credit quality or value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities tend to be particularly sensitive to these changes.

Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates in response to company, political, or economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic difficulty.

Commodity-Linked Investing. The performance of commodities, commodity-linked swaps, futures, notes, and other commodity-related investments may depend on the performance of individual commodities and the overall commodities markets and on other factors that affect the value of commodities, including weather, political, tax, and other regulatory and market developments. Commodity-linked instruments may be leveraged. For example, the price of a three-times leveraged commodity-linked note may change by a magnitude of three for every percentage change (positive or negative) in the value of the underlying index. Commodity-linked investments may be hybrid instruments that can have substantial risk of loss with respect to both principal and interest. Commodity-linked investments may be more volatile and less liquid than the underlying commodity, instruments, or measures, and may be subject to the credit risks associated with the issuer or counterparty. As a result, returns of commodity-linked investments may deviate significantly from the return of the underlying commodity, instruments, or measures. In addition, the regulatory and tax environment for commodity linked derivative instruments is evolving, and changes in the regulation or taxation of such investments may have a material adverse impact on the fund.

 

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What additional risks are associated with an investment in Global Balanced and/or Global Strategies?

Global Balanced is not subject to additional risks. Global Strategies is subject to the following additional principal risks, which are not principal risks generally associated with an investment in Asset Manager 60%:

Investing in Other Funds. Regulatory restrictions may limit the amount that one fund can invest in another, and in certain cases further limit investments to the extent a fund’s shares are already held by the Adviser or its affiliates. The fund bears all risks of investment strategies employed by the underlying funds. The fund does not control the investments of the underlying funds, which may have different investment objectives and may engage in investment strategies that the fund would not engage in directly. Aggregation of underlying fund holdings may result in indirect concentration of assets in a particular industry or group of industries, or in a single issuer, which may increase volatility.

Geographic Exposure. Social, political, and economic conditions and changes in regulatory, tax, or economic policy in a country or region could significantly affect the market in that country or region. From time to time, a small number of companies and industries may represent a large portion of the market in a particular country or region, and these companies and industries can be sensitive to adverse social, political, economic, currency, or regulatory developments. Similarly, from time to time, an underlying fund may invest a large portion of its assets in the securities of issuers located in a single country or a limited number of countries. If an underlying fund invests in this manner, there is a higher risk that social, political, economic, tax (such as a tax on foreign investments or financial transactions), currency, or regulatory developments in those countries may have a significant impact on the underlying fund’s investment performance.

Industry Exposure. Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect a single industry or a group of related industries, and the securities of companies in that industry or group of industries could react similarly to these or other developments. In addition, from time to time, a small number of companies may represent a large portion of a single industry or a group of related industries as a whole, and these companies can be sensitive to adverse economic, regulatory, or financial developments.

Subsidiary Risk. The investments held by the Subsidiary are generally similar to those that are permitted to be held by the fund and, therefore, the Subsidiary is subject to risks similar to those of the fund, including the risks associated with investing in ETFs, ETNs, other derivatives and commodities and commodity-linked investing in general. Because the Subsidiary is organized under Cayman Islands law and is not registered under the 1940 Act, the Subsidiary is not subject to the investor protections of the 1940 Act. The fund relies on a private letter ruling received by other Fidelity® funds from the Internal Revenue Service with respect to its investment in the Subsidiary. Changes in U.S. or Cayman Islands laws could result in the inability of the fund and/or the Subsidiary to operate as described in Global Strategies’ prospectus.

Market Neutral Strategies. A market neutral strategy is a long/short strategy in which roughly equal dollar amounts are held long and short in seeking to protect against market risk. The strategy seeks profits by taking long positions in those securities believed to have attractive appreciation potential and taking short positions in those securities believed to have depreciation potential. However, there is no assurance that a market neutral strategy will be successful. Losses are incurred when long positions depreciate or the value of stocks sold short appreciate. In addition, a market neutral strategy may cause a fund to underperform the broad equity and debt markets during any given period of rising or strong-performing markets.

Investing in ETFs and ETNs. ETFs and ETNs are listed on an exchange and traded in the secondary market. Returns are based on the performance of the assets (typically stocks but also commodities or other instruments) underlying the ETF, or the index or other reference asset of the ETN. ETFs and ETNs may trade in the secondary market (e.g., on a stock exchange) at prices below the value of their underlying assets and may not be liquid. An ETF that is not actively managed cannot sell poorly performing stocks or other assets as long as they are represented in its index or other benchmark. ETFs that track an index are subject to tracking error risk (the risk of errors in matching the ETF’s underlying assets to its index or benchmark). Unlike ETFs, ETNs can be held until maturity and are subject to the risks associated with debt securities, including counterparty risk of the issuer; unlike regular bonds, ETNs typically do not make periodic interest payments and principal typically is not protected.

What additional risks are associated with an investment in Asset Manager 60% and Global Strategies?

Asset Manager 60% and Global Strategies are subject to the following principal risk, which is not a principal risk generally associated with an investment in Global Balanced:

Leverage Risk. Derivatives, forward-settling securities, and short sale transactions involve leverage because they can provide investment exposure in an amount exceeding the initial investment. Leverage can magnify investment risks and cause losses to be realized more quickly. A small change in the underlying asset, instrument, or index can lead to a significant loss. Assets segregated to cover these transactions may decline in value and are not available to meet redemptions. Forward-settling securities and short sale transactions also involve the risk that a security will not be issued, delivered, available for purchase, or paid for when anticipated. An increase in the market price of securities sold short will result in a loss. Government legislation or regulation could affect the use of these transactions and could limit a fund’s ability to pursue its investment strategies.

 

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Table of Contents

For more information about the principal risks associated with an investment in the funds, please refer to the “Investment Details” section of the funds’ Prospectuses, and to the “Investment Policies and Limitations“ section of the funds’ Statements of Additional Information, each of which are incorporated herein by reference.

How do the funds compare in terms of their performance?

The following information provides some indication of the risks associated with an investment in the funds. The information illustrates the changes in the performance of each fund’s shares from year to year and compares the performance of each fund’s shares to the performance of a securities market index and a hypothetical composite of market indices over various periods of time. The index description appears in the Additional Index Information section of the funds’ prospectuses. Prior to June 1, 2011, Global Strategies operated under certain different investment policies and compared its performance to different indexes. Global Strategies’ historical performance may not represent its current investment policies. Past performance (before and after taxes) is not an indication of future performance.

Year-by-Year Returns

Global Balanced – Retail Class

 

LOGO

 

During the periods shown in the chart:    Returns     Quarter ended

Highest Quarter Return

     14.80   June 30, 2009

Lowest Quarter Return

     -12.35 %   September 30, 2008

Year-to-Date Return

     14.75   September 30, 2017

 

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Global Strategies – Retail Class

 

LOGO

 

During the periods shown in the chart:    Returns     Quarter ended

Highest Quarter Return

     16.19   June 30, 2009

Lowest Quarter Return

     -18.08 %   December 31, 2008

Year-to-Date Return

     13.99   September 30, 2017

Asset Manager 60% – Retail Class

 

LOGO

 

During the periods shown in the chart:    Returns     Quarter ended

Highest Quarter Return

     16.85   June 30, 2009

Lowest Quarter Return

     -15.59 %   December 31, 2008

Year-to-Date Return

     12.24   September 30, 2017

Average Annual Returns

The returns in the tables below reflect the maximum applicable sales charges. For each fund after-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax returns for the retail class and Class A shares of the funds are shown in the tables below and after-tax returns for other classes will vary. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

 

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Global Balanced

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Past 10 years  

Fidelity® Global Balanced Fund

      

Fidelity Global Balanced Fund (Retail Class)

      

Return Before Taxes

     0.88     5.20     4.22

Return After Taxes on Distributions

     0.82     4.00     3.23

Return After Taxes on Distributions and Sale of Fund Shares

     0.62     3.90     3.19

MSCI World Index
(reflects no deduction for fees or expenses)

     8.01     10.88     4.25

Fidelity Global Balanced Composite IndexSM 
(reflects no deduction for fees or expenses)

     5.62     6.16     4.09
For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Class A - Return Before Taxes

     -5.21 %     3.66     7.47

Return After Taxes on Distributions

     -5.26 %     2.53     6.61

Return After Taxes on Distributions and Sale of Fund Shares

     -2.84 %     2.72     5.91

Class M - Return Before Taxes

     -3.19 %     3.87     7.52

Class C - Return Before Taxes

     -1.23 %     4.05     7.43

Class I - Return Before Taxes

     0.89     5.19     8.59

MSCI World Index
(reflects no deduction for fees or expenses)

     8.01     10.88     13.46

Fidelity Global Balanced Composite IndexSM 
(reflects no deduction for fees or expenses)

     5.62     6.16     8.95

 

(a) From February 19, 2009

Global Strategies

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Fidelity® Global Strategies Fund

      

Fidelity Global Strategies Fund (Retail Class)

      

Return Before Taxes

     5.87     5.85     2.88

Return After Taxes on Distributions

     4.92     4.19     1.62

Return After Taxes on Distributions and Sale of Fund Shares

     3.68     4.22     1.95

MSCI ACWI (All Country World Index) Index
(reflects no deduction for fees or expenses)

     8.32     9.78     2.40

Fidelity Global Strategies Composite IndexSM 
(reflects no deduction for fees or expenses)

     5.98     6.59     3.71

 

(a) From October 31, 2007

 

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Table of Contents
For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Class A - Return Before Taxes

     -0.35 %     4.35     1.97

Return After Taxes on Distributions

     -1.13 %     2.82     0.81

Return After Taxes on Distributions and Sale of Fund Shares

     0.14     3.08     1.28

Class M - Return Before Taxes

     1.67     4.57     1.97

Class C - Return Before Taxes

     3.79     4.78     1.85

Class I - Return Before Taxes

     5.87     5.83     2.87

MSCI ACWI (All Country World Index) Index
(reflects no deduction for fees or expenses)

     8.32     9.78     2.40

Fidelity Global Strategies Composite IndexSM 
(reflects no deduction for fees or expenses)

     5.98     6.59     3.71

 

(a) From October 31, 2007

 

     Past 1 year     Past 5 years     Life of class(a)  

Asset Manager 60%

      

For the periods ended December 31, 2016

      

Fidelity Asset Manager® 60%

      

Fidelity Asset Manager 60% (Retail Class)

      

Return Before Taxes

     6.76     8.15     4.35

Return After Taxes on Distributions

     6.21     6.95     3.44

Return After Taxes on Distributions and Sale of Fund Shares

     3.99     6.13     3.17

S&P 500® Index
(reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     6.24

Fidelity Asset Manager 60% Composite IndexSM 
(reflects no deduction for fees or expenses)

     7.21     8.27     4.55

 

(a) From October 9, 2007

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Class A - Return Before Taxes

     0.39     6.55     3.39

Return After Taxes on Distributions

     0.01     5.50     2.59

Return After Taxes on Distributions and Sale of Fund Shares

     0.37     4.92     2.46

Class M - Return Before Taxes

     2.48     6.78     3.38

Class C - Return Before Taxes

     4.68     7.01     3.27

Class I - Return Before Taxes

     6.74     8.10     4.32

S&P 500® Index
(reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     6.24

Fidelity Asset Manager 60% Composite IndexSM 
(reflects no deduction for fees or expenses)

     7.21     8.27     4.55

 

(a) From October 9, 2007

 

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THE PROPOSED TRANSACTIONS

PROPOSAL 1

TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN FIDELITY GLOBAL BALANCED FUND AND FIDELITY ASSET MANAGER 60%.

Agreement and Plan of Reorganization

The terms and conditions under which the proposed transaction may be consummated are set forth in the Agreement. Significant provisions of the Agreement are summarized below in this Proposal 1; however, this summary is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 1 to this Proxy Statement.

The Agreement contemplates (a) Asset Manager 60% acquiring as of the Closing Date all of the assets of Global Balanced in exchange solely for shares of Asset Manager 60% and the assumption by Asset Manager 60% of Global Balanced’s liabilities; and (b) the distribution of shares of Asset Manager 60% to the shareholders of Global Balanced as provided for in the Agreement.

The value of Global Balanced’s assets to be acquired by Asset Manager 60% and the amount of its liabilities to be assumed by Asset Manager 60% will be determined as of the close of business of the NYSE on the Closing Date, using the valuation procedures set forth in Asset Manager 60%’s then-current Prospectuses and Statements of Additional Information. The net asset value of a share of Asset Manager 60% will be determined as of the same time using the valuation procedures set forth in its then-current Prospectuses and Statements of Additional Information.

As of the Closing Date, Asset Manager 60% will deliver to Global Balanced, and Global Balanced will distribute to its shareholders of record, shares of Asset Manager 60% so that each Global Balanced shareholder will receive the number of full and fractional shares of Asset Manager 60% equal in value to the aggregate net asset value of shares of Global Balanced held by such shareholder on the Closing Date; Global Balanced will be liquidated as soon as practicable thereafter. Each Global Balanced shareholder’s account shall be credited with the respective pro rata number of full and fractional shares of Asset Manager 60% due that shareholder. The net asset value per share of Asset Manager 60% will be unchanged by the transaction. Thus, the Reorganization will not result in a dilution of any shareholder’s interest.

Any transfer taxes payable upon issuance of shares of Asset Manager 60% in a name other than that of the registered holder of the shares on the books of Global Balanced as of that time shall be paid by the person to whom such shares are to be issued as a condition of such transfer. Any reporting responsibility of Global Balanced is and will continue to be its responsibility up to and including the Closing Date and such later date on which Global Balanced is liquidated.

Global Balanced will bear the cost of the Reorganization, including professional fees, expenses associated with the filing of registration statements, and the cost of soliciting proxies for the Meeting, which will consist principally of printing and mailing prospectuses and the Proxy Statement, together with the cost of any supplementary solicitation, provided the expenses do not exceed its classes’ existing voluntary expense caps. Expenses exceeding a class’s voluntary expense cap will be paid by FMR.

If shareholders approve the Reorganization, FMR will sell all or substantially all of the securities held by Global Balanced and purchase other securities. Transaction costs associated with portfolio adjustments to Global Balanced due to the Reorganization that occur prior to the Closing Date will be borne by Global Balanced notwithstanding the voluntary expense caps in place with respect to each class of the fund. Any transaction costs associated with portfolio adjustments to Global Balanced and Asset Manager 60% due to the Reorganization that occur after the Closing Date and any additional merger-related costs attributable to Asset Manager 60% that occur after the Closing Date will be borne by Asset Manager 60%. The funds may recognize a taxable gain or loss on the disposition of securities pursuant to these portfolio adjustments.

The consummation of the Reorganization is subject to a number of conditions set forth in the Agreement, some of which may be waived by a fund. In addition, the Agreement may be amended in any mutually agreeable manner, except that no amendment that may have a materially adverse effect on Global Balanced shareholders’ interests may be made subsequent to the Meeting.

Reasons for the Reorganization

In determining whether to approve the Reorganization, each fund’s Board of Trustees (the Board) considered a number of factors, including the following:

 

  (1) the compatibility of the investment objectives, strategies, and policies of the funds;
  (2) the historical performance of the funds;
  (3) the fees and expenses and the relative expense ratios of the funds;
  (4) the potential benefit of the Reorganization to shareholders of the funds;
  (5) the costs to be incurred by each fund as a result of the Reorganization;
  (6) the tax consequences of the Reorganization;
  (7) the relative size of the funds;
  (8) the elimination of duplicative funds; and
  (9) the potential benefit of the Reorganization to FMR and its affiliates.

 

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FMR proposed the Reorganization to each fund’s Board at a meeting of the Board held on September 14, 2017. In proposing the Reorganization, FMR advised the Board that the Reorganization will permit Global Balanced shareholders to pursue a similar asset allocation strategy, primarily differing in its exposure to non-U.S. securities, in a larger combined fund. The Board noted that if Global Balanced were combined with Asset Manager 60%, based on data for the twelve months ended June 30, 2017, and assuming the other Reorganization also occurred, Global Balanced shareholders would have experienced a net expense reduction. Based on data for the 12 months ended June 30, 2017, and assuming both proposals are approved, Global Balanced shareholders are expected to benefit from a net expense reduction as a percentage of average net assets depending on class at the following rates: Fidelity Global Balanced Fund (retail class), 0.27%; Class A, 0.24%; Class M, 0.25%; Class C, 0.27%; and Class I, 0.20%.

The Board considered that the Reorganization would qualify as tax-free for federal income tax purposes but noted that the Reorganization could still have tax implications for shareholders in taxable accounts. The Board considered that Global Balanced will realize substantially all of its unrealized gains and losses when the fund’s assets are repositioned and will distribute its taxable income and net realized gains (including the gains/losses realized in the repositioning) to prevent taxation at the fund level. The Board also considered that the combined fund would have proportionally more net gains than Global Balanced will have after it distributes realized gains prior to the Reorganization, causing Global Balanced’s shareholders to receive capital gains distributions sooner and/or in larger amounts than they would in the absence of a Reorganization. However, the Board noted FMR’s view that the anticipated benefits of the Reorganization, including net expense reductions, would overshadow the fairly modest tax consequences.

In recommending the Reorganization, FMR advised the Board that the Reorganization would combine a smaller fund into a larger fund, reducing the number of funds managed by FMR. The Board considered the proposed Reorganization will streamline Fidelity’s product offerings by reducing the number of asset allocation funds available, making it easier for investors to select a fund that meets their needs. FMR also noted that Asset Manager 60% shareholders are expected to benefit from the potential efficiencies associated with a larger fund. However, because Asset Manager 60%’s transfer agent fee rates are expected to initially increase as a result of the Reorganizations, FMR intends to mitigate the impact by waiving a portion of transfer agent fees for two years following the Reorganizations.

The Board considered that the Reorganization is not contingent on shareholder approval of Proposal 2, and if shareholders of Global Balanced do not approve the Reorganization, FMR intends to recommend liquidation of the fund.

Each fund’s Board carefully reviewed the proposal and determined that the Reorganization is in the best interests of the shareholders of each fund and that the Reorganization will not result in a dilution of the interests of the shareholders of either fund.

The pro forma expense information shown above under “Annual Fund and Class Operating Expenses” for the combined fund based on the 12 month period ending September 30, 2017 assumes both Proposal 1 and Proposal 2 are approved. Attachments 1A-1B and 2A-2B provide pro forma expense information for the combined fund for the 12 months ended September 30, 2017 assuming only Proposal 1 or Proposal 2, respectively, are approved.

Description of the Securities to be Issued

Holders of Fidelity Global Balanced Fund (retail class), Class A, Class M, Class C, and Class I shares of Global Balanced will receive, respectively, Fidelity Asset Manager 60% (retail class), Class A, Class M, Class C, and Class I shares of Asset Manager 60%.

Asset Manager 60% is a series of Charles Street Trust (the trust). The Trustees of the trust are authorized to issue an unlimited number of shares of beneficial interest of separate series. Each share of Asset Manager 60% represents an equal proportionate interest with each other share of the fund, and each such share of Asset Manager 60% is entitled to equal voting, dividend, liquidation, and redemption rights. Each shareholder of Asset Manager 60% is entitled to one vote for each dollar of net asset value of the fund that shareholder owns, with fractional dollar amounts entitled to a proportionate fractional vote. Shares of Asset Manager 60% have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth in the “Description of the Trust – Shareholder Liability” section of the fund’s Statements of Additional Information, which are incorporated herein by reference.

The trust does not hold annual meetings of shareholders. There will normally be no meetings of shareholders for the purpose of electing Trustees unless less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholder meeting for the election of Trustees. Under the 1940 Act, shareholders of record of at least two-thirds of the outstanding shares of an investment company may remove a Trustee by votes cast in person or by proxy at a meeting called for that purpose. The Trustees are required to call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee when requested in writing to do so by the shareholders of record holding at least 10% of the trust’s outstanding shares.

For more information about voting rights and dividend rights, please refer to the “Description of the Trust – Voting Rights” and the “Distributions and Taxes” sections, respectively, of Asset Manager 60%’s Statements of Additional Information, which are incorporated herein by reference. For more information about redemption rights and exchange privileges, please refer to the “Additional Information about the Purchase and Sale of Shares” and the “Exchanging Shares” sections, respectively, of Asset Manager 60%’s Prospectuses, which are incorporated herein by reference.

 

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Federal Income Tax Considerations

The exchange of Global Balanced’s assets for Asset Manager 60%’s shares and the assumption of the liabilities of Global Balanced by Asset Manager 60% is intended to qualify for federal income tax purposes as a tax-free reorganization under the Internal Revenue Code (the Code). With respect to the Reorganization, the participating funds will receive an opinion from Dechert LLP, counsel to Global Balanced and Asset Manager 60%, substantially to the effect that:

(i) The acquisition by Asset Manager 60% of substantially all of the assets of Global Balanced in exchange solely for Asset Manager 60% shares and the assumption by Asset Manager 60% of all liabilities of Global Balanced followed by the distribution of Asset Manager 60% shares to the Global Balanced shareholders in exchange for their Global Balanced shares in complete liquidation and termination of Global Balanced will constitute a tax-free reorganization under Section 368(a) of the Code;

(ii) Global Balanced will recognize no gain or loss upon the transfer of substantially all of its assets to Asset Manager 60% in exchange solely for Asset Manager 60% shares and the assumption by Asset Manager 60% of all liabilities of Global Balanced, except that Global Balanced may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code;

(iii) Global Balanced will recognize no gain or loss upon the distribution to its shareholders of the Asset Manager 60% shares received by Global Balanced in the Reorganization;

(iv) Asset Manager 60% will recognize no gain or loss upon the receipt of the assets of Global Balanced in exchange solely for Asset Manager 60% shares and the assumption of all liabilities of Global Balanced;

(v) The adjusted basis to Asset Manager 60% of the assets of Global Balanced received by Asset Manager 60% in the Reorganization will be the same as the adjusted basis of those assets in the hands of Global Balanced immediately before the exchange;

(vi) Asset Manager 60%’s holding periods with respect to the assets of Global Balanced that Asset Manager 60% acquires in the Reorganization will include the respective periods for which those assets were held by Global Balanced (except where investment activities of Asset Manager 60% have the effect of reducing or eliminating a holding period with respect to an asset);

(vii) The Global Balanced shareholders will recognize no gain or loss upon receiving Asset Manager 60% shares in exchange solely for Global Balanced shares;

(viii) The aggregate basis of the Asset Manager 60% shares received by a Global Balanced shareholder in the Reorganization will be the same as the aggregate basis of the Global Balanced shares surrendered by the Global Balanced shareholder in exchange therefor; and

(ix) A Global Balanced shareholder’s holding period for the Asset Manager 60% shares received by the Global Balanced shareholder in the Reorganization will include the holding period during which the Global Balanced shareholder held Global Balanced shares surrendered in exchange therefor, provided that the Global Balanced shareholder held such shares as a capital asset on the date of the Reorganization.

The table below shows each fund’s approximate net assets, capital loss carryforwards, net realized gains/losses and net unrealized gains/losses as of October 31, 2017. The Reorganization could trigger tax rules that would impose certain limits on Asset Manager 60%’s ability to use Global Balanced’s net realized losses (if any) and net unrealized losses (if any) following the Reorganization. Given that Global Balanced did not have net realized or unrealized losses as of October 31, 2017 and given the expected size of the potential limits (in the event that Global Balanced ends up having net realized and/or unrealized losses as of the time of the Reorganization), these limits (if applicable) are not expected to be impactful.

Prior to the merger, Global Balanced will distribute its net taxable income and net realized gains (including the net realized gains shown in the table below and gains/losses realized in the repositioning) to prevent taxation at the fund level. Asset Manager 60% is not required to distribute its net realized gains before the merger, but will distribute its net realized gains through October 31, 2017 (shown in the table below) as part of its normal capital gain distribution in December 2017. Accordingly, capital gains realized by Asset Manager 60% after October 31, 2017 and before the date of the merger will be undistributed at the time of the merger.

Based on the data as of October 31, 2017, Asset Manager 60% could have proportionally more net gains following the Reorganization than Global Balanced would have in the absence of a Reorganization, which could result in Global Balanced shareholders receiving capital gains distributions sooner and/or in larger amounts following the Reorganization than they would in the absence of a Reorganization. The actual impact of the Reorganization on the funds’ losses and on future capital gain distributions will depend on each fund’s net assets, net realized gains/losses and net unrealized gains/losses as of the time of the Reorganization, as well as the timing and amount of gains and losses recognized by Asset Manager 60% following the Reorganization, and thus cannot be determined precisely at this time.

 

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Table of Contents

Tax Position as of October 31, 2017

 

Fund Name    Fiscal Year End      Net Assets      Capital Loss
Carryforwards
    

Current Fiscal Year
Net Realized

Gains/(Losses)

     Net Unrealized
Gains/(Losses)
 

Global Balanced

     October      $ 478,667,481      $ 0      $ 27,022,363      $ 60,869,233  

Asset Manager 60%

     September      $ 2,013,690,582      $ 0      $ 8,167      $ 326,347,926  

Shareholders of Global Balanced should consult their tax advisers regarding the effect, if any, of the proposed Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, those shareholders also should consult their tax advisers as to state and local tax consequences, if any, of the Reorganization.

Forms of Organization

Global Balanced and Asset Manager 60% are diversified series of Charles Street Trust, an open-end management investment company organized as a Massachusetts business trust on July 7, 1981. The trust is authorized to issue an unlimited number of shares of beneficial interest. Because the funds are series of the same Massachusetts business trust, governed by the same Declaration of Trust, the rights of the security holders of Global Balanced under state law and the governing documents are expected to remain unchanged after the Reorganization.

For more information regarding shareholder rights, please refer to the “Description of the Trust” section of the funds’ Statements of Additional Information, which are incorporated herein by reference.

Operations of Asset Manager 60% Following the Reorganization

FMR does not expect Asset Manager 60% to revise its investment policies as a result of the Reorganization. In addition, FMR does not anticipate significant changes to Asset Manager 60%’s management or to entities that provide the fund with services. Specifically, the Trustees and officers, the investment adviser, distributor, and other entities will continue to serve Asset Manager 60% in their current capacities. Geoff Stein, who is currently the portfolio manager of Asset Manager 60% and lead portfolio manager of Global Balanced, is expected to continue to be responsible for portfolio management of the combined fund after the Reorganization.

Capitalization

The following table shows the capitalization of Global Balanced and Asset Manager 60% as of September 30, 2017, and on a pro forma combined basis (unaudited) as of that date giving effect to the Reorganization. As of September 30, 2017, the net assets of Global Balanced was $476,341,320, or 24.2% of Asset Manager 60%.

Global Balanced (a)

 

     Net Assets      Net
Asset
Value
Per
Share
     Shares Outstanding  

Class A

   $ 41,993,658      $ 24.99        1,680,463  

Class M

   $ 14,704,097      $ 24.71        595,110  

Class C

   $ 26,602,482      $ 24.07        1,105,141  

Class I

   $ 10,150,083      $ 25.29        401,318  

Fidelity Global Balanced Fund (retail class)

   $ 382,891,000      $ 25.36        15,095,730  

 

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Asset Manager 60%

 

Class A

   $ 59,048,809      $ 12.42        4,756,089  

Class M

   $ 20,859,714      $ 12.34        1,689,804  

Class C

   $ 37,384,313      $ 12.18        3,068,469  

Class I

   $ 26,423,276      $ 12.48        2,117,765  

Fidelity Asset Manager 60% (retail class)

   $ 1,821,025,025      $ 12.47        145,994,226  

Asset Manager 60% Pro Forma

 

Class A

   $ 101,042,467      $ 12.42        8,137,221  

Class M

   $ 35,563,811      $ 12.34        2,881,384  

Class C

   $ 63,986,795      $ 12.18        5,252,581  

Class I

   $ 36,573,359      $ 12.48        2,931,073  

Fidelity Asset Manager 60% (retail class)

   $ 2,203,916,025      $ 12.47        176,699,198  

 

a Global Balanced’s estimated one time proxy cost of $46,000 not included in the Pro Forma.

 

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Table of Contents

The combined fund pro forma capitalization shown above assumes that only the Reorganization described in this Proposal 1 occurs. Attachment 3 provides pro forma capitalization for the combined fund if both of the Reorganizations occur. If only this Reorganization were to occur, pro forma combined capitalization for each participating class of Asset Manager 60% after the applicable Reorganization would still appear exactly as shown above.

The table above assumes that the Reorganization described in this Proposal 1 occurred on September 30, 2017. The table is for information purposes only. No assurance can be given as to how many Asset Manager 60% shares will be received by shareholders of Global Balanced on the date that the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Asset Manager 60% that actually will be received on or after that date.

Conclusion

The Agreement and the Reorganization were approved by the Board of Trustees of the trust at a meeting held on September 14, 2017. The Board of Trustees determined that the proposed Reorganization is in the best interests of shareholders of Global Balanced and Asset Manager 60% and that the interests of existing shareholders of Global Balanced and Asset Manager 60% would not be diluted as a result of the Reorganization. In the event that the Reorganization does not occur, Global Balanced will continue to engage in business as a fund of a registered investment company and FMR intends to recommend liquidation of the fund to the Board of Trustees.

The Board of Trustees of Global Balanced unanimously recommends that shareholders vote in favor of the Reorganization by approving the Agreement.

 

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Table of Contents

THE PROPOSED TRANSACTIONS

PROPOSAL 2

TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN FIDELITY GLOBAL STRATEGIES FUND AND FIDELITY ASSET MANAGER 60%.

Agreement and Plan of Reorganization

The terms and conditions under which the proposed transaction may be consummated are set forth in the Agreement. Significant provisions of the Agreement are summarized below in this Proposal 2; however, this summary is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 2 to this Proxy Statement.

The Agreement contemplates (a) Asset Manager 60% acquiring as of the Closing Date all of the assets of Global Strategies in exchange solely for shares of Asset Manager 60% and the assumption by Asset Manager 60% of Global Strategies’ liabilities; and (b) the distribution of shares of Asset Manager 60% to the shareholders of Global Strategies as provided for in the Agreement.

The value of Global Strategies’ assets to be acquired by Asset Manager 60% and the amount of its liabilities to be assumed by Asset Manager 60% will be determined as of the close of business of the NYSE on the Closing Date, using the valuation procedures set forth in Asset Manager 60%’s then-current Prospectuses and Statements of Additional Information. The net asset value of a share of Asset Manager 60% will be determined as of the same time using the valuation procedures set forth in its then-current Prospectuses and Statements of Additional Information.

As of the Closing Date, Asset Manager 60% will deliver to Global Strategies, and Global Strategies will distribute to its shareholders of record, shares of Asset Manager 60% so that each Global Strategies shareholder will receive the number of full and fractional shares of Asset Manager 60% equal in value to the aggregate net asset value of shares of Global Strategies held by such shareholder on the Closing Date; Global Strategies will be liquidated as soon as practicable thereafter. Each Global Strategies shareholder’s account shall be credited with the respective pro rata number of full and fractional shares of Asset Manager 60% due that shareholder. The net asset value per share of Asset Manager 60% will be unchanged by the transaction. Thus, the Reorganization will not result in a dilution of any shareholder’s interest.

Any transfer taxes payable upon issuance of shares of Asset Manager 60% in a name other than that of the registered holder of the shares on the books of Global Strategies as of that time shall be paid by the person to whom such shares are to be issued as a condition of such transfer. Any reporting responsibility of Global Strategies is and will continue to be its responsibility up to and including the Closing Date and such later date on which Global Strategies is liquidated.

For Global Strategies, pursuant to its all-inclusive management contract, FMRC will bear the cost of the Reorganization, including professional fees, expenses associated with the filing of registration statements, and the cost of soliciting proxies for the Meeting, which will consist principally of printing and mailing prospectuses and proxy statements, together with the cost of any supplementary solicitation.

If shareholders approve the Reorganization, FMRC will sell all or substantially all of the securities held by Global Strategies and purchase other securities. Transaction costs associated with portfolio adjustments to Global Strategies due to the Reorganization that occur prior to the Closing Date will be borne by Global Strategies. Any transaction costs associated with portfolio adjustments to Global Strategies and Asset Manager 60% due to the Reorganization that occur after the Closing Date and any additional merger-related costs attributable to Asset Manager 60% that occur after the Closing Date will be borne by Asset Manager 60%. The funds may recognize a taxable gain or loss on the disposition of securities pursuant to these portfolio adjustments.

The consummation of the Reorganization is subject to a number of conditions set forth in the Agreement, some of which may be waived by a fund. In addition, the Agreement may be amended in any mutually agreeable manner, except that no amendment that may have a materially adverse effect on Global Strategies shareholders’ interests may be made subsequent to the Meeting.

Reasons for the Reorganization

In determining whether to approve the Reorganization, each fund’s Board of Trustees (the Board) considered a number of factors, including the following:

 

  (1) the compatibility of the investment objectives, strategies, and policies of the funds;
  (2) the historical performance of the funds;
  (3) the fees and expenses and the relative expense ratios of the funds;
  (4) the potential benefit of the Reorganization to shareholders of the funds;
  (5) the costs to be incurred by each fund as a result of the Reorganization;
  (6) the tax consequences of the Reorganization;
  (7) the relative size of the funds;
  (8) the elimination of duplicative funds; and
  (9) the potential benefit of the Reorganization to FMR and its affiliates.

 

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FMR proposed the Reorganization to each fund’s Board at a meeting of the Boards held on September 14, 2017. In proposing the Reorganization, FMR advised the Board that the merger Reorganization will permit Global Strategies shareholders to pursue a similar asset allocation strategy, primarily differing in its exposure to non-U.S. securities, in a larger combined fund. The Board noted that if Global Strategies were combined with Asset Manager 60%, based on data for the twelve months ended June 30, 2017, and assuming the other Reorganization also occurred, Global Strategies shareholders would have experienced a net expense reduction. Based on data for the 12 months ended June 30, 2017, and assuming both proposals are approved, Global Strategies shareholders are expected to benefit from a net expense reduction as a percentage of average net assets depending on class at the following rates: Fidelity Global Strategies Fund (retail class), 0.36%; Class A, 0.30%; Class M, 0.28%; Class C, 0.26%; and Class I, 0.31%.

The Board considered that the Reorganization would qualify as tax-free for federal income tax purposes but noted that the Reorganization could still have tax implications for shareholders in taxable accounts. The Board considered that Global Strategies will realize substantially all of its unrealized gains and losses when the fund’s assets are repositioned and will distribute its taxable income and net realized gains (including the gains/losses realized in the repositioning) to prevent taxation at the fund level. The Board also considered that the combined fund would have proportionally more net gains than Global Strategies will have after it distributes realized gains prior to the Reorganization, causing Global Strategies’ shareholders to receive capital gains distributions sooner and/or in larger amounts than they would in the absence of a Reorganization. However, the Board noted FMR’s view that the anticipated benefits of the Reorganization, including net expense reductions, would overshadow the fairly modest tax consequences.

In recommending the Reorganization, FMR advised the Board that the Reorganization would combine a smaller fund into a larger fund, reducing the number of funds managed by FMR and its affiliates. The Board considered the proposed Reorganization will streamline Fidelity’s product offerings by reducing the number of asset allocation funds available, making it easier for investors to select a fund that meets their needs. FMR also noted that Asset Manager 60% shareholders are expected to benefit from the potential efficiencies associated with a larger fund. However, because Asset Manager 60%’s transfer agent fee rates are expected to initially increase as a result of the Reorganizations, FMR intends to mitigate the impact by waiving a portion of transfer agent fees for two years following the Reorganizations.

The Board considered that the Reorganization is not contingent on shareholder approval of Proposal 1, and if shareholders of Global Strategies do not approve the Reorganization, FMR intends to recommend liquidation of the fund.

Each fund’s Board carefully reviewed the proposal and determined that the Reorganization is in the best interests of the shareholders of each fund and that the Reorganization will not result in a dilution of the interests of the shareholders of either fund.

The pro forma expense information shown above under “Annual Fund and Class Operating Expenses” for the combined fund based on the 12 month period ending September 30, 2017 assumes both Proposal 1 and Proposal 2 are approved. Attachments 1A-1B and 2A-2B provide pro forma expense information for the combined fund for the 12 months ended September 30, 2017 assuming only Proposal 1 or Proposal 2, respectively, are approved.

Description of the Securities to be Issued

Holders of Fidelity Global Strategies Fund (retail class), Class A, Class M, Class C, and Class I shares of Global Strategies will receive, respectively, Fidelity Asset Manager 60% (retail class), Class A, Class M, Class C, and Class I shares of Asset Manager 60%.

Asset Manager 60% is a series of Charles Street Trust (Charles Street Trust). The Trustees of Charles Street Trust are authorized to issue an unlimited number of shares of beneficial interest of separate series. Each share of Asset Manager 60% represents an equal proportionate interest with each other share of the fund, and each such share of Asset Manager 60% is entitled to equal voting, dividend, liquidation, and redemption rights. Each shareholder of Asset Manager 60% is entitled to one vote for each dollar of net asset value of the fund that shareholder owns, with fractional dollar amounts entitled to a proportionate fractional vote. Shares of Asset Manager 60% have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth in the “Description of the Trust – Shareholder Liability” section of the fund’s Statements of Additional Information, which are incorporated herein by reference.

Charles Street Trust does not hold annual meetings of shareholders. There will normally be no meetings of shareholders for the purpose of electing Trustees unless less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees then in office will call a shareholder meeting for the election of Trustees. Under the 1940 Act, shareholders of record of at least two-thirds of the outstanding shares of an investment company may remove a Trustee by votes cast in person or by proxy at a meeting called for that purpose. The Trustees are required to call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee when requested in writing to do so by the shareholders of record holding at least 10% of the trust’s outstanding shares.

For more information about voting rights and dividend rights, please refer to the “Description of the Trust – Voting Rights” and the “Distributions and Taxes” sections, respectively, of Asset Manager 60%’s Statements of Additional Information, which are incorporated herein by reference. For more information about redemption rights and exchange privileges, please refer to the “Additional Information about the Purchase and Sale of Shares” and the “Exchanging Shares” sections, respectively, of Asset Manager 60%’s Prospectuses, which are incorporated herein by reference.

 

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Federal Income Tax Considerations

The exchange of Global Strategies’ assets for Asset Manager 60%’s shares and the assumption of the liabilities of Global Strategies by Asset Manager 60% is intended to qualify for federal income tax purposes as a tax-free reorganization under the Internal Revenue Code (the Code). With respect to the Reorganization, the participating funds will receive an opinion from Dechert LLP, counsel to Global Strategies and Asset Manager 60%, substantially to the effect that:

(i) The acquisition by Asset Manager 60% of substantially all of the assets of Global Strategies in exchange solely for Asset Manager 60% shares and the assumption by Asset Manager 60% of all liabilities of Global Strategies followed by the distribution of Asset Manager 60% shares to the Global Strategies shareholders in exchange for their Global Strategies shares in complete liquidation and termination of Global Strategies will constitute a tax-free reorganization under Section 368(a) of the Code;

(ii) Global Strategies will recognize no gain or loss upon the transfer of substantially all of its assets to Asset Manager 60% in exchange solely for Asset Manager 60% shares and the assumption by Asset Manager 60% of all liabilities of Global Strategies, except that Global Strategies may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code;

(iii) Global Strategies will recognize no gain or loss upon the distribution to its shareholders of the Asset Manager 60% shares received by Global Strategies in the Reorganization;

(iv) Asset Manager 60% will recognize no gain or loss upon the receipt of the assets of Global Strategies in exchange solely for Asset Manager 60% shares and the assumption of all liabilities of Global Strategies;

(v) The adjusted basis to Asset Manager 60% of the assets of Global Strategies received by Asset Manager 60% in the Reorganization will be the same as the adjusted basis of those assets in the hands of Global Strategies immediately before the exchange;

(vi) Asset Manager 60%’s holding periods with respect to the assets of Global Strategies that Asset Manager 60% acquires in the Reorganization will include the respective periods for which those assets were held by Global Strategies (except where investment activities of Asset Manager 60% have the effect of reducing or eliminating a holding period with respect to an asset);

(vii) The Global Strategies shareholders will recognize no gain or loss upon receiving Asset Manager 60% shares in exchange solely for Global Strategies shares;

(viii) The aggregate basis of the Asset Manager 60% shares received by a Global Strategies shareholder in the Reorganization will be the same as the aggregate basis of the Global Strategies shares surrendered by the Global Strategies shareholder in exchange therefor; and

(ix) A Global Strategies shareholder’s holding period for the Asset Manager 60% shares received by the Global Strategies shareholder in the Reorganization will include the holding period during which the Global Strategies shareholder held Global Strategies shares surrendered in exchange therefor, provided that the Global Strategies shareholder held such shares as a capital asset on the date of the Reorganization.

The table below shows each fund’s approximate net assets, capital loss carryforwards, net realized gains/losses and net unrealized gains/losses as of October 31, 2017. The Reorganization could trigger tax rules that would impose certain limits on Asset Manager 60%’s ability to use Global Strategies’ net realized losses (if any) and net unrealized losses (if any) following the Reorganization. Given that Global Strategies did not have net realized or unrealized losses as of October 31, 2017 and given the expected size of the potential limits (in the event that Global Strategies ends up having net realized and/or unrealized losses as of the time of the Reorganization), these limits (if applicable) are not expected to be impactful.

Prior to the merger, Global Strategies will distribute its net taxable income and net realized gains (including the net realized gains shown in the table below and gains/losses realized in the repositioning) to prevent taxation at the fund level. Asset Manager 60% is not required to distribute its net realized gains before the merger, but will distribute its net realized gains through October 31, 2017 (shown in the table below) as part of its normal capital gain distribution in December 2017. Accordingly, capital gains realized by Asset Manager 60% after October 31, 2017 and before the date of the merger will be undistributed at the time of the merger.

Based on the data as of October 31, 2017, Asset Manager 60% could have proportionally more net gains following the Reorganization than Global Strategies would have in the absence of a Reorganization, which could result in Global Strategies shareholders receiving capital gains distributions sooner and/or in larger amounts following the Reorganization than they would in the absence of a Reorganization. The actual impact of the Reorganization on the funds’ losses and on future capital gain distributions will depend on each fund’s net assets, net realized gains/losses and net unrealized gains/losses as of the time of the Reorganization, as well as the timing and amount of gains and losses recognized by Asset Manager 60% following the Reorganization, and thus cannot be determined precisely at this time.

 

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Tax Position as of October 31, 2017

 

Fund Name

   Fiscal Year End    Net Assets      Capital Loss
Carryforwards
     Current Fiscal Year
Net Realized

Gains/(Losses)
     Net Unrealized
Gains/(Losses)
 

Global Strategies

   May    $ 173,996,385      $ 0      $ 9,643,042      $ 9,686,786  

Asset Manager 60%

   September    $ 2,013,690,582      $ 0      $ 8,167      $ 326,347,926  

Shareholders of Global Strategies should consult their tax advisers regarding the effect, if any, of the proposed Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, those shareholders also should consult their tax advisers as to state and local tax consequences, if any, of the Reorganization.

Forms of Organization

Global Strategies is a diversified series of Salem Street Trust, an open-end management investment company organized as a Massachusetts business trust on September 5, 1984. Asset Manager 60% is a diversified series of Charles Street Trust, an open-end management investment company organized as a Massachusetts business trust on July 7, 1981. The trusts are authorized to issue an unlimited number of shares of beneficial interest. Because the funds are series of Massachusetts business trusts, governed by substantially similar Declarations of Trust, the rights of the security holders of Global Strategies under state law and the governing documents are expected to remain unchanged after the Reorganizations.

For more information regarding shareholder rights, please refer to the “Description of the Trust” section of the funds’ Statements of Additional Information, which are incorporated herein by reference.

Operations of Asset Manager 60% Following the Reorganization

FMR does not expect Asset Manager 60% to revise its investment policies as a result of the Reorganization. In addition, FMR does not anticipate significant changes to Asset Manager 60%’s management or to entities that provide the fund with services. Specifically, the Trustees and officers, the investment adviser, distributor, and other entities will continue to serve Asset Manager 60% in their current capacities. Geoff Stein, who is currently the portfolio manager of Asset Manager 60% and Global Strategies, is expected to continue to be responsible for portfolio management of the combined fund after the Reorganization.

Capitalization

The following table shows the capitalization of Global Strategies and Asset Manager 60% as of September 30, 2017, and on a pro forma combined basis (unaudited) as of that date giving effect to the Reorganization. As of September 30, 2017, the net assets of Global Strategies was $173,549,010, or 8.8% of Asset Manager 60%.

 

Global Strategies (a)  
     Net Assets      Net Asset Value
Per Share
     Shares
Outstanding
 

Class A

   $ 25,019,830      $ 9.63        2,598,991  

Class M

   $ 19,337,480      $ 9.59        2,017,096  

Class C

   $ 24,942,174      $ 9.45        2,638,633  

Class I

   $ 22,946,395      $ 9.67        2,374,015  

Fidelity Global Strategies Fund (retail class)

   $ 81,303,131      $ 9.66        8,413,108  

 

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Asset Manager 60%

 

Class A

   $ 59,048,809      $ 12.42        4,756,089  

Class M

   $ 20,859,714      $ 12.34        1,689,804  

Class C

   $ 37,384,313      $ 12.18        3,068,469  

Class I

   $ 26,423,276      $ 12.48        2,117,765  

Fidelity Asset Manager 60% (retail class)

   $ 1,821,025,025      $ 12.47        145,994,226  

Asset Manager 60% Pro Forma

 

Class A

   $ 84,068,639      $ 12.42        6,770,568  

Class M

   $ 40,197,194      $ 12.34        3,256,861  

Class C

   $ 62,326,487      $ 12.18        5,116,267  

Class I

   $ 49,369,671      $ 12.48        3,956,418  

Fidelity Asset Manager 60% (retail class)

   $ 1,902,328,156      $ 12.47        152,514,124  

 

(a) Global Strategies’ estimated one time proxy cost of $22,000 is not included in the Pro Forma. FMRC (the investment adviser) pays all other expenses of the fund, with limited exceptions, and will bear the fund’s one time proxy cost.

The combined fund pro forma capitalization shown above assumes that only the Reorganization described in this Proposal 2 occurs. Attachment 3 provides pro forma capitalization for the combined fund if both of the Reorganizations occur. If only this Reorganization were to occur, pro forma combined capitalization for each participating class of Asset Manager 60% after the applicable Reorganization would still appear exactly as shown above.

 

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The table above assumes that the Reorganization described in this Proposal 2 occurred on September 30, 2017. The table is for information purposes only. No assurance can be given as to how many Asset Manager 60% shares will be received by shareholders of Global Strategies on the date that the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of Asset Manager 60% that actually will be received on or after that date.

Conclusion

The Agreement and the Reorganization were approved by the Boards of Trustees of Salem Street Trust and Charles Street Trust at a meeting held on September 14, 2017. The Boards of Trustees determined that the proposed Reorganization is in the best interests of shareholders of Global Strategies and Asset Manager 60% and that the interests of existing shareholders of Global Strategies and Asset Manager 60% would not be diluted as a result of the Reorganization. In the event that the Reorganization does not occur, Global Strategies will continue to engage in business as a fund of a registered investment company and the Adviser intends to recommend liquidation of the fund to the Board of Trustees.

The Board of Trustees of Global Strategies unanimously recommends that shareholders vote in favor of the Reorganization by approving the Agreement.

ADDITIONAL INFORMATION ABOUT THE FUNDS

Asset Manager 60%’s financial highlights for the fiscal year ended September 30, 2017, which are included in the fund’s Prospectuses and incorporated herein by reference, have been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report thereon is included in the Annual Report to Shareholders. Global Balanced’s financial highlights for the fiscal year ended October 31, 2017, which are included in the fund’s Prospectuses and incorporated herein by reference, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report thereon is included in the Annual Report to Shareholders. Global Strategies’ financial highlights for the fiscal year ended May 31, 2017, which are included in the fund’s prospectuses and incorporated herein by reference have been audited by Deloitte and Touche LLP, whose report thereon is included in the Annual Report to Shareholders. The financial highlights audited by Deloitte & Touche LLP and PricewaterhouseCoopers LLP have been incorporated by reference in reliance on their reports given on their authority as experts in auditing and accounting.

VOTING INFORMATION

Solicitation of Proxies; Expenses

This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the trusts’ Boards of Trustees to be used at the Meetings. The purpose of the Meetings 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 January 12, 2018. Supplementary solicitations may be made by mail, telephone, facsimile or electronic means, or by personal interview by representatives of the trusts. In addition, D.F. King & Co., Inc. may be paid on a per-call basis to solicit shareholders by telephone on behalf of Global Balanced and Global Strategies. Global Balanced and Global Strategies may also arrange to have votes recorded by telephone. D.F. King & Co., Inc. may be paid on a per-call basis for vote-by-phone solicitations on behalf of Global Balanced and Global Strategies. The approximate anticipated cost of these services is as follows:

 

Fund Name

   Estimated
aggregate
cost for
D.F. King &
Co., Inc.
to call and
solicit votes
     Estimated
aggregate
cost for
D.F. King &
Co., Inc. to
receive
votes over
the phone
 

Global Balanced

   $ 9,800      $ 2,450  

Global Strategies

   $ 10,200      $ 2,550  

If a fund records votes by telephone or through the internet, it 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 in the same manner that proxies voted by mail may be revoked.

The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by the fund for Global Balanced, provided the expenses do not exceed a class’s existing voluntary expense cap set forth below. Expenses exceeding a class’s voluntary expense cap will be paid by FMR.

 

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     Class A *     Class M *     Class C *     Class I *     Fidelity
Global
Balanced
Fund
(retail
class)
 

Global Balanced

     1.45     1.70     2.20     1.20     1.20

 

* Fidelity Global Balanced Fund is a retail class of Global Balanced. Class A, Class M, Class C, and Class I are classes of Global Balanced.

For Global Strategies, the expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be borne by FMRC pursuant to the fund’s all-inclusive management contract.

Global Balanced will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares. FMRC will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares of Global Strategies.

For a free copy of the Global Balanced’s annual report for the fiscal year ended October 31, 2017 and semiannual report for the fiscal period ended April 30, 2017 call 1-800-544-8544 (retail classes) or 1-877-208-0098 (Advisor classes), log on to www.fidelity.com (retail class) or institutional.fidelity.com (Advisor classes), or write to FDC at 100 Salem Street, Smithfield, Rhode Island 02917.

For a free copy of the Global Strategies’ annual report for the fiscal year ended May 31, 2017 call 1-800-544-8544 (retail class) or 1-877-208-0098 (Advisor classes), log on to www.fidelity.com (retail classes) or institutional.fidelity.com (Advisor classes), or write to FDC at 100 Salem Street, Smithfield, Rhode Island 02917.

For a free copy of the Asset Manager 60%’s annual report for the fiscal year ended September 30, 2017 and semiannual report for the fiscal period ended March 31, 2017 call 1-800-544-8544 (retail classes) or 1-877-208-0098 (Advisor classes), log on to www.fidelity.com (retail class) or institutional.fidelity.com (Advisor classes), or write to FDC at 100 Salem Street, Smithfield, Rhode Island 02917.

Record Date; Quorum; and Method of Tabulation

Shareholders of record as of the close of business on January 12, 2018 will be entitled to vote at the Meeting of the fund in which they hold shares. Each such shareholder will be entitled to one vote for each dollar of net asset value held as of that date, with fractional dollar amounts entitled to a proportional fractional vote.

If the enclosed proxy card 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 the trust, by the execution of a later–dated proxy card, by the trust’s receipt of a subsequent valid telephonic or internet vote, or by attending a fund’s 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 that 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 proxy card, it will be voted FOR the matters specified on the proxy card. All shares that are voted and votes to ABSTAIN will be counted toward 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, SAR-SEP, 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.

One-third of each fund’s outstanding voting securities entitled to vote constitutes a quorum for the transaction of business at the applicable Meeting. For each Meeting, if a quorum is not present, or if a quorum is present but sufficient votes to approve the proposal 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 FOR the proposal, unless directed to vote AGAINST the proposal, in which case such shares will be voted AGAINST the proposed adjournment. Please visit www.fidelity.com/proxies to determine the status of this scheduled Meeting.

FMR has advised the trust that certain shares are registered to FMR or an FMR affiliate. To the extent that FMR or an FMR affiliate has discretion to vote, these shares will be voted at the Meeting FOR each proposal. 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.

 

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[Share Ownership

As of November 30, 2017, shares of each class of each fund issued and outstanding were as follows:

 

     Number of Shares  

Global Balanced: [Class Name]

  

Global Balanced: [Class Name]

  

Global Strategies: [Class Name]

  

Global Strategies: [Class Name]

  

Asset Manager 60%: [Class Name]

  

[As of November 30, 2017, the Trustees, Members of the Advisory Board (if any), and officers of each fund owned, in the aggregate less than 1% of each class’s total outstanding shares with respect to each fund.]

[To the knowledge of each trust and [Name of Registrant], no [other] shareholder owned of record and/or beneficially 5% or more of the outstanding shares of each fund on that date. [It is not anticipated that any of the above shareholders will own of record and/or beneficially 5% or more of the outstanding shares of the combined fund as a result of the Reorganizations.]/[If the Reorganizations became effective on         , [Owner Name] would have owned of record and/or beneficially         % of the outstanding shares of the combined fund.]

Required Vote

Approval of each Reorganization requires the affirmative vote of a “majority of the outstanding voting securities” of the specific fund involved in that Reorganization. Under the 1940 Act, the vote of a “majority of the outstanding voting securities” means the affirmative 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. Votes to ABSTAIN and broker non-votes will have the same effect as votes cast AGAINST a proposal.

Other Business

The Board knows of no business other than the matters set forth in this Proxy Statement to be brought before each Meeting. However, if any other matters properly come before each 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.

MISCELLANEOUS

Legal Matters

Certain legal matters in connection with the issuance of Asset Manager 60% shares have been passed upon by Dechert LLP, counsel to Charles Street Trust.

Experts

The audited financial statements of Global Balanced are incorporated by reference into the Statement of Additional Information relating to this Proxy Statement and have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report thereon is included in the fund’s Annual Report to Shareholders for the fiscal year ended October 31, 2017. The financial statements audited by PricewaterhouseCoopers LLP have been incorporated by reference in reliance on their reports given on their authority as experts in auditing and accounting.

The audited financial statements of Global Strategies are incorporated by reference into the Statement of Additional Information relating to this Proxy Statement and have been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report thereon is included in the fund’s Annual Report to Shareholders for the fiscal year ended May 31, 2017. The financial statements audited by Deloitte & Touche LLP have been incorporated by reference in reliance on their reports given on their authority as experts in auditing and accounting.

The audited financial statements of Asset Manager 60% are incorporated by reference into the Statement of Additional Information relating to this Proxy Statement and have been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report thereon is included in the fund’s Annual Report to Shareholders for the fiscal year ended September 30, 2017. The financial statements audited by Deloitte & Touche LLP have been incorporated by reference in reliance on their reports given on their authority as experts in auditing and accounting.

 

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Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees

Please advise Charles Street Trust and Salem Street Trust, in care of Fidelity Investments Institutional Operations Company, Inc., 100 Salem St., Smithfield, RI, 02197, 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.

 

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Exhibit 1

FORM OF AGREEMENT AND PLAN OF REORGANIZATION OF FIDELITY® GLOBAL BALANCED FUND

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of [            ], by and between Fidelity Charles Street Trust, a Massachusetts business trust, on behalf of its series Fidelity® Global Balanced Fund (the Acquired Fund) and Fidelity® Asset Manager 60% (the Acquiring Fund). Fidelity Charles Street Trust may be referred to herein as the “Trust.” The Trust is a duly organized business trust under the laws of the Commonwealth of Massachusetts with its principal place of business at 245 Summer Street, Boston, Massachusetts 02210. The Acquiring Fund and the Acquired Fund may be referred to herein collectively as the “Funds” or each individually as the “Fund.”

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code). The reorganization will comprise: (a) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund solely in exchange for shares of beneficial interest in the Acquiring Fund (the Acquiring Fund Shares) and the assumption by the Acquiring Fund of the Acquired Fund’s liabilities; and (b) the constructive distribution of such shares by the Acquired Fund pro rata to its shareholders in complete liquidation and termination of the Acquired Fund, all upon the terms and conditions set forth in this Agreement. The foregoing transactions are referred to herein as the “Reorganization.”

In consideration of the mutual promises and subject to the terms and conditions herein, the parties covenant and agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND. The Acquired Fund represents and warrants to and agrees with the Acquiring Fund that:

(a) The Acquired Fund is a series of the Trust, a business trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) The Trust is an open-end, management investment company duly registered under the Investment Company Act of 1940, as amended (the 1940 Act), and such registration is in full force and effect;

(c) The Prospectuses and Statements of Additional Information of the Acquired Fund dated [December 30, 2017], as supplemented, previously furnished to the Acquiring Fund, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to the Acquiring Fund, there are no material legal, administrative, or other proceedings pending or, to the knowledge of the Acquired Fund, threatened against the Acquired Fund which assert liability on the part of the Acquired Fund. The Acquired Fund knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed to the Acquiring Fund;

(e) The Acquired Fund is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision of its Amended and Restated Declaration of Trust or By-laws, or, to the knowledge of the Acquired Fund, of any agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the Acquired Fund is a party or is bound;

(f) The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and the Schedule of Investments (including market values) of the Acquired Fund at October 31, 2017, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, and have been furnished to the Acquiring Fund. Said Statement of Assets and Liabilities and Schedule of Investments fairly present the Acquired Fund’s financial

 

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position as of such date and said Statement of Operations, Statement of Changes in Net Assets, and Financial Highlights fairly reflect the Acquired Fund’s results of operations, changes in financial position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;

(g) The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of October 31, 2017 and those incurred in the ordinary course of the Acquired Fund’s business as an investment company since October 31, 2017;

(h) The registration statement (Registration Statement) filed with the Securities and Exchange Commission (Commission) by the Trust on Form N–14 relating to the shares of the Acquiring Fund issuable hereunder and the proxy statement of the Acquired Fund included therein (Proxy Statement), on the effective date of the Registration Statement and insofar as they relate to the Acquired Fund (i) comply in all material respects with the provisions of the Securities Act of 1933, as amended (the 1933 Act), the Securities Exchange Act of 1934, as amended (the 1934 Act), and the 1940 Act, and the rules and regulations thereunder, and (ii) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time of the shareholders’ meeting referred to in Section 7 and on the Closing Date (as defined in Section 6), the prospectus contained in the Registration Statement of which the Proxy Statement is a part (the Prospectus), as amended or supplemented, insofar as it relates to the Acquired Fund, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(i) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state securities or blue sky laws (which term as used in this Agreement shall include the District of Columbia and Puerto Rico);

(j) The Acquired Fund has filed or will file all federal and state tax returns which, to the knowledge of the Acquired Fund’s officers, are required to be filed by the Acquired Fund and has paid or will pay all federal and state taxes shown to be due on said returns or provision shall have been made for the payment thereof, and, to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(k) The Acquired Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for all prior taxable years and intends to meet such requirements for its current taxable year ending on the Closing Date;

(l) All of the issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding and fully paid and nonassessable as a matter of Massachusetts law (except as disclosed in the Acquired Fund’s Statements of Additional Information), and have been offered for sale and in conformity with all applicable federal securities laws. All of the issued and outstanding shares of the Acquired Fund will, at the Closing Date, be held by the persons and in the amounts set forth in the list of shareholders submitted to the Acquiring Fund in accordance with this Agreement;

(m) As of both the Valuation Time (as defined in Section 4) and the Closing Date, the Acquired Fund will have the full right, power, and authority to sell, assign, transfer, and deliver its portfolio securities and any other assets of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement. As of the Closing Date, subject only to the delivery of the Acquired Fund’s portfolio securities and any such other assets as contemplated by this Agreement, the Acquiring Fund will acquire the Acquired Fund’s portfolio securities and any such other assets subject to no encumbrances, liens, or security interests (except for those that may arise in the ordinary course and are disclosed to the Acquiring Fund) and without any restrictions upon the transfer thereof; and

(n) The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of the Acquired Fund, and this Agreement constitutes a valid and binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to approval by the shareholders of the Acquired Fund.

 

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2. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to and agrees with the Acquired Fund that:

(a) The Acquiring Fund is a series of the Trust, a business trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) The Trust is an open–end, management investment company duly registered under the 1940 Act, and such registration is in full force and effect;

(c) The Prospectuses and Statements of Additional Information of the Acquiring Fund, dated November 29, 2017, as supplemented, previously furnished to the Acquired Fund did, not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to the Acquired Fund, there are no material legal, administrative, or other proceedings pending or, to the knowledge of the Acquiring Fund, threatened against the Acquiring Fund which assert liability on the part of the Acquiring Fund. The Acquiring Fund knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed to the Acquired Fund;

(e) The Acquiring Fund is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision of its Amended and Restated Declaration of Trust or By–laws, or, to the knowledge of the Acquiring Fund, of any agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Fund is a party or is bound;

(f) The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and the Schedule of Investments (including market values) of the Acquiring Fund at September 30, 2017, have been audited by Deloitte & Touche LLP, independent registered public accounting firm, and have been furnished to the Acquired Fund. Said Statement of Assets and Liabilities and Schedule of Investments fairly present the Acquiring Fund’s financial position as of such date and said Statement of Operations, Statement of Changes in Net Assets, and Financial Highlights fairly reflect the Acquiring Fund’s results of operations, changes in financial position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;

(g) The Acquiring Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of September 30, 2017 and those incurred in the ordinary course of the Acquiring Fund’s business as an investment company since September 30, 2017;

(h) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state securities or blue sky laws;

(i) The Acquiring Fund has filed or will file all federal and state tax returns which, to the knowledge of the Acquiring Fund’s officers, are required to be filed by the Acquiring Fund and has paid or will pay all federal and state taxes shown to be due on said returns or provision shall have been made for the payment thereof, and, to the best of the Acquiring Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(j) The Acquiring Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for all prior taxable years and intends to meet such requirements for its current taxable year ending on September 30, 2018;

 

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(k) As of the Closing Date, the shares of beneficial interest of the Acquiring Fund to be issued to the Acquired Fund will have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and nonassessable (except as disclosed in the Acquiring Fund’s Statements of Additional Information) by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof;

(l) The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, subject to approval by the shareholders of the Acquired Fund;

(m) The Registration Statement and the Proxy Statement, on the effective date of the Registration Statement and insofar as they relate to the Acquiring Fund, (i) comply in all material respects with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and the rules and regulations thereunder, and (ii) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time of the shareholders’ meeting referred to in Section 7 and on the Closing Date, the Prospectus, as amended or supplemented, insofar as it relates to the Acquiring Fund, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(n) The issuance of the Acquiring Fund Shares pursuant to this Agreement will be in compliance with all applicable federal securities laws; and

(o) All of the issued and outstanding shares of beneficial interest of the Acquiring Fund have been offered for sale and sold in conformity with the federal securities laws.

 

3. REORGANIZATION.

(a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund’s liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4.

(b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof.

(c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund’s liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business.

(d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders’ shares of beneficial interest in the Acquired Fund and the Acquired Fund will be liquidated in accordance with the Acquired Fund’s Amended and Restated Declaration of Trust. Such distribution shall be accomplished by the Funds’ transfer agent opening accounts on the Acquiring Fund’s share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder’s

 

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account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund’s share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization.

(e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated.

(f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund’s books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

 

4. VALUATION.

(a) The Valuation Time shall be as of the close of business of the New York Stock Exchange on the Closing Date, or such other date as may be mutually agreed upon in writing by the parties hereto (the Valuation Time).

(b) As of the Closing Date, the Acquiring Fund will deliver to the Acquired Fund the number of Acquiring Fund Shares having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder less the liabilities of the Acquired Fund, determined as provided in this Section 4.

(c) The net asset value per share of the Acquiring Fund shares to be delivered to the Acquired Fund, the value of the assets of the Acquired Fund transferred hereunder, and the value of the liabilities of the Acquired Fund to be assumed hereunder shall in each case be determined as of the Valuation Time.

(d) The net asset value per share of the Acquiring Fund shares and the value of the assets and liabilities of the Acquired Fund shall be computed in the manner set forth in the then–current Acquiring Fund Prospectuses and Statements of Additional Information.

(e) All computations pursuant to this Section shall be made by or under the direction of Fidelity Service Company, Inc., a wholly–owned subsidiary of FMR LLC, in accordance with its regular practice as pricing agent for the Acquired Fund and the Acquiring Fund.

 

5. FEES; EXPENSES.

(a) The Acquired Fund shall be responsible for all expenses, fees and other charges in connection with the transactions contemplated by this Agreement, provided that they do not exceed the fund’s or each class’s expense cap, as applicable. Expenses exceeding the fund’s or each class’s voluntary expense cap, as applicable, will be paid by Fidelity Management & Research Company (FMR) (but not including transaction costs incurred in connection with the purchase or sale of portfolio securities).

(b) Any expenses incurred in connection with the transactions contemplated by this Agreement which may be attributable to the Acquiring Fund will be borne by the Acquiring Fund provided that they do not exceed the fund’s or each class’s expense cap, as applicable. Expenses exceeding the fund’s or each class’s voluntary expense cap, as applicable, will be paid by FMR (but not including transaction costs incurred in connection with the purchase or sale of portfolio securities).

(c) Each of the Acquiring Fund and the Acquired Fund represents that there is no person who has dealt with it who by reason of such dealings is entitled to any broker’s or finder’s or other similar fee or commission arising out of the transactions contemplated by this Agreement.

 

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6. CLOSING DATE.

(a) The Reorganization, together with related acts necessary to consummate the same (the Closing), unless otherwise provided herein, shall occur at the principal office of the Trust, 245 Summer Street, Boston, Massachusetts, as of the Valuation Time on April 27, 2017, or at some other time, date, and place agreed to by the Acquired Fund and the Acquiring Fund (the Closing Date).

(b) In the event that on the Closing Date: (i) any of the markets for securities held by the Funds is closed to trading, or (ii) trading thereon is restricted, or (iii) trading or the reporting of trading on said market or elsewhere is disrupted, all so that accurate appraisal of the total net asset value of the Acquired Fund and the net asset value per share of the Acquiring Fund is impracticable, the Valuation Time and the Closing Date shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored, or such other date as the parties may agree.

 

7. SHAREHOLDER MEETING AND TERMINATION OF THE ACQUIRED FUND.

(a) The Acquired Fund agrees to call a meeting of its shareholders after the effective date of the Registration Statement, to consider transferring its assets to the Acquiring Fund as herein provided, adopting this Agreement, and authorizing the liquidation of the Acquired Fund.

(b) The Acquired Fund agrees that as soon as reasonably practicable after distribution of the Acquiring Fund Shares, the Acquired Fund shall be terminated as a series of the Trust pursuant to its Amended and Restated Declaration of Trust, any further actions shall be taken in connection therewith as required by applicable law, and on and after the Closing Date the Acquired Fund shall not conduct any business except in connection with its liquidation and termination.

 

8. CONDITIONS TO OBLIGATIONS OF THE ACQUIRING FUND.

(a) That the Acquired Fund furnishes to the Acquiring Fund a statement, dated as of the Closing Date, signed by an authorized officer of the Trust, certifying that as of the Valuation Time and the Closing Date all representations and warranties of the Acquired Fund made in this Agreement are true and correct in all material respects and that the Acquired Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates;

(b) That the Acquired Fund furnishes the Acquiring Fund with copies of the resolutions, certified by an authorized officer of the Trust, evidencing the adoption of this Agreement and the approval of the transactions contemplated herein by the requisite vote of the holders of the outstanding shares of beneficial interest of the Acquired Fund;

(c) That, on or prior to the Closing Date, the Acquired Fund will declare one or more dividends or distributions which, together with all previous such dividends or distributions attributable to its current taxable year, shall have the effect of distributing to the shareholders of the Acquired Fund substantially all of the Acquired Fund’s investment company taxable income and all of its net realized capital gain, if any, as of the Closing Date;

(d) That the Acquired Fund shall deliver to the Acquiring Fund at the Closing a statement of its assets and liabilities, together with a list of its portfolio securities showing each such security’s adjusted tax basis and holding period by lot, with values determined as provided in Section 4 of this Agreement, all as of the Valuation Time, certified on the Acquired Fund’s behalf by its Treasurer or Assistant Treasurer;

(e) That the Acquired Fund’s custodian shall deliver to the Acquiring Fund a certificate identifying the assets of the Acquired Fund held by such custodian as of the Valuation Time on the Closing Date and stating that as of the Valuation Time: (i) the assets held by the custodian will be transferred to the Acquiring Fund; (ii) the Acquired Fund’s assets have been duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof; and (iii) to the best of the custodian’s knowledge, all applicable taxes (including stock transfer taxes, if any) in conjunction with the delivery of the assets, that the custodian has been notified are due, have been paid or provision for payment has been made;

 

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(f) That the Acquired Fund’s transfer agent shall deliver to the Acquiring Fund at the Closing a certificate setting forth the number of shares of the Acquired Fund outstanding as of the Valuation Time and the name and address of each holder of record of any such shares and the number of shares held of record by each such shareholder;

(g) That the Acquired Fund calls a meeting of its shareholders to be held after the effective date of the Registration Statement, to consider transferring its assets to the Acquiring Fund as herein provided, adopting this Agreement, and authorizing the liquidation and termination of the Acquired Fund;

(h) That the Acquired Fund delivers to the Acquiring Fund a certificate of an authorized officer of the Trust, dated as of the Closing Date, that there has been no material adverse change in the Acquired Fund’s financial position since October 31, 2017, other than changes in the market value of its portfolio securities, or changes due to net redemptions of its shares, dividends paid, or losses from operations; and

(i) That all of the issued and outstanding shares of beneficial interest of the Acquired Fund shall have been offered for sale and sold in conformity with all applicable state securities laws and, to the extent that any audit of the records of the Acquired Fund or its transfer agent by the Acquiring Fund or its agents shall have revealed otherwise, the Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws.

 

9. CONDITIONS TO OBLIGATIONS OF THE ACQUIRED FUND.

(a) That the Acquiring Fund shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an authorized officer of the Trust, dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement;

(b) That the Acquiring Fund furnishes to the Acquired Fund a statement, dated as of the Closing Date, signed by an authorized officer of the Trust, certifying that as of the Valuation Time and the Closing Date all representations and warranties of the Acquiring Fund made in this Agreement are true and correct in all material respects, and the Acquiring Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates; and

(c) That the Acquired Fund shall have received an opinion of Dechert LLP, counsel to the Acquired Fund and the Acquiring Fund, to the effect that the Acquiring Fund shares are duly authorized and upon delivery to the Acquired Fund as provided in this Agreement will be validly issued and will be fully paid and nonassessable by the Acquiring Fund (except as disclosed in the Acquiring Fund’s Statements of Additional Information) and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof.

 

10. CONDITIONS TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.

(a) That this Agreement shall have been adopted and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of beneficial interest of the Acquired Fund;

(b) That all consents of other parties and all other consents, orders, and permits of federal, state, and local regulatory authorities (including those of the Commission and of state blue sky and securities authorities, and including “no action” positions of such federal or state authorities) deemed necessary by the Acquiring Fund or the Acquired Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions;

(c) That all proceedings taken by either Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to it and its counsel, Dechert LLP;

(d) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement;

 

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(e) That the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Acquiring Fund and the Acquired Fund, threatened by the Commission; and

(f) That the Acquiring Fund and the Acquired Fund shall have received an opinion of Dechert LLP satisfactory to the Acquiring Fund and the Acquired Fund substantially to the effect that for federal income tax purposes:

(i) The Reorganization will constitute a tax–free reorganization under Section 368(a) of the Code.

(ii) The Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to the Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund, except that the Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.

(iii) The Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by the Acquired Fund in the Reorganization.

(iv) The Acquiring Fund will recognize no gain or loss upon receiving the properties of the Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund.

(v) The adjusted basis to the Acquiring Fund of the properties of the Acquired Fund received by the Acquiring Fund in the Reorganization will be the same as the adjusted basis of those properties in the hands of the Acquired Fund immediately before the exchange.

(vi) The Acquiring Fund’s holding periods with respect to the properties of the Acquired Fund that the Acquiring Fund acquires in the Reorganization will include the respective periods for which those properties were held by the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).

(vii) The Acquired Fund shareholders will recognize no gain or loss upon receiving the Acquiring Fund Shares solely in exchange for the Acquired Fund shares.

(viii) The aggregate basis of the Acquiring Fund Shares received by an Acquired Fund shareholder in the Reorganization will be the same as the aggregate basis of the Acquired Fund shares surrendered by the Acquired Fund shareholder in exchange therefor.

(ix) An Acquired Fund shareholder’s holding period for the Acquiring Fund Shares received by the Acquired Fund shareholder in the Reorganization will include the holding period during which the Acquired Fund shareholder held the Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund shareholder held such shares as a capital asset on the date of the Reorganization.

Notwithstanding anything herein to the contrary, neither the Acquired Fund nor the Acquiring Fund may waive the conditions set forth in this subsection 10(f).

 

11. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.

(a) The Acquiring Fund and the Acquired Fund each covenants to operate its respective business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the payment of customary dividends and distributions;

 

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(b) The Acquired Fund covenants that it is not acquiring the Acquiring Fund shares for the purpose of making any distribution other than in accordance with the terms of this Agreement;

(c) The Acquired Fund covenants that it will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund’s shares; and

(d) The Acquired Fund covenants that its liquidation and termination will be effected in the manner provided in its Amended and Restated Declaration of Trust in accordance with applicable law, and after the Closing Date, the Acquired Fund will not conduct any business except in connection with its liquidation and termination.

 

12. TERMINATION; WAIVER.

The Acquiring Fund and the Acquired Fund may terminate this Agreement by mutual agreement. In addition, either the Acquiring Fund or the Acquired Fund may at its option terminate this Agreement at or prior to the Closing Date because:

(i) of a material breach by the other of any representation, warranty, or agreement contained herein to be performed at or prior to the Closing Date; or

(ii) a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met.

In the event of any such termination, there shall be no liability for damages on the part of the Acquired Fund or the Acquiring Fund, or their respective Trustees or officers.

 

13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.

(a) This Agreement supersedes all previous correspondence and oral communications between the parties regarding the subject matter hereof, constitutes the only understanding with respect to such subject matter, may not be changed except by a letter of agreement signed by each party hereto and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

(b) This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the respective President, any Vice President, or Treasurer of the Acquiring Fund or the Acquired Fund; provided, however, that following the shareholders’ meeting called by the Acquired Fund pursuant to Section 7 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be paid to the Acquired Fund shareholders under this Agreement to the detriment of such shareholders without their further approval.

(c) Either Fund may waive any condition to its obligations hereunder, provided that such waiver does not have any material adverse effect on the interests of such Fund’s shareholders.

The representations, warranties, and covenants contained in the Agreement, or in any document delivered pursuant hereto or in connection herewith, shall survive the consummation of the transactions contemplated hereunder.

 

14. DECLARATIONS OF TRUST.

A copy of each Fund’s Amended and Restated Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Fund as trustees and not individually and that the obligations of each Fund under this instrument are not binding upon any of such Fund’s Trustees, officers, or shareholders individually but are binding only upon the assets and property of such Fund. Each Fund agrees that its obligations hereunder apply only to such Fund and not to its shareholders individually or to the Trustees of such Fund.

 

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15. ASSIGNMENT.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by an appropriate officer.

SIGNATURE LINES OMITTED

 

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Exhibit 2

FORM OF AGREEMENT AND PLAN OF REORGANIZATION OF FIDELITY® GLOBAL STRATEGIES FUND

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of [____], by and between Fidelity Salem Street Trust, a Massachusetts business trust, on behalf of its series Fidelity® Global Strategies Fund (the Acquired Fund), and Fidelity Charles Street Trust, a Massachusetts business trust, on behalf of its series Fidelity® Asset Manager 60% (the Acquiring Fund). Fidelity Salem Street Trust and Fidelity Charles Street Trust may be referred to herein collectively as the “Trusts” or each individually as a “Trust.” The Trusts are duly organized business trusts under the laws of the Commonwealth of Massachusetts with their principal place of business at 245 Summer Street, Boston, Massachusetts 02210. The Acquiring Fund and the Acquired Fund may be referred to herein collectively as the “Funds” or each individually as the “Fund.”

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code). The reorganization will comprise: (a) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund solely in exchange for shares of beneficial interest in the Acquiring Fund (the Acquiring Fund Shares) and the assumption by the Acquiring Fund of the Acquired Fund’s liabilities; and (b) the constructive distribution of such shares by the Acquired Fund pro rata to its shareholders in complete liquidation and termination of the Acquired Fund, all upon the terms and conditions set forth in this Agreement. The foregoing transactions are referred to herein as the “Reorganization.”

In consideration of the mutual promises and subject to the terms and conditions herein, the parties covenant and agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND. The Acquired Fund represents and warrants to and agrees with the Acquiring Fund that:

(a) The Acquired Fund is a series of the Acquired Fund Trust, a business trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) The Acquired Fund Trust is an open-end, management investment company duly registered under the Investment Company Act of 1940, as amended (the 1940 Act), and such registration is in full force and effect;

(c) The Prospectuses and Statements of Additional Information of the Acquired Fund dated July 29, 2017, as supplemented, previously furnished to the Acquiring Fund, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to the Acquiring Fund, there are no material legal, administrative, or other proceedings pending or, to the knowledge of the Acquired Fund, threatened against the Acquired Fund which assert liability on the part of the Acquired Fund. The Acquired Fund knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed to the Acquiring Fund;

(e) The Acquired Fund is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision of its Amended and Restated Declaration of Trust or By-laws, or, to the knowledge of the Acquired Fund, of any agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the Acquired Fund is a party or is bound;

(f) The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and the Schedule of Investments (including market values) of the Acquired Fund at May 31, 2017, have been audited by Deloitte & Touche LLP, independent registered public accounting firm, and have been furnished to the Acquiring

 

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Fund, together with such unaudited financial statements and schedule of investments (including market values) for the six month period ended November 30, 2017. Said Statements of Assets and Liabilities and Schedule of Investments fairly present the Acquired Fund’s financial position as of such date and said Statement of Operations, Statement of Changes in Net Assets, and Financial Highlights fairly reflect the Acquired Fund’s results of operations, changes in financial position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;

(g) The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of May 31, 2017 and those incurred in the ordinary course of the Acquired Fund’s business as an investment company since May 31, 2017;

(h) The registration statement (Registration Statement) filed with the Securities and Exchange Commission (Commission) by Acquiring Fund Trust on Form N–14 relating to the shares of the Acquiring Fund issuable hereunder and the proxy statement of the Acquired Fund included therein (Proxy Statement), on the effective date of the Registration Statement and insofar as they relate to the Acquired Fund (i) comply in all material respects with the provisions of the Securities Act of 1933, as amended (the 1933 Act), the Securities Exchange Act of 1934, as amended (the 1934 Act), and the 1940 Act, and the rules and regulations thereunder, and (ii) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time of the shareholders’ meeting referred to in Section 7 and on the Closing Date (as defined in Section 6), the prospectus contained in the Registration Statement of which the Proxy Statement is a part (the Prospectus), as amended or supplemented, insofar as it relates to the Acquired Fund, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(i) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state securities or blue sky laws (which term as used in this Agreement shall include the District of Columbia and Puerto Rico);

(j) The Acquired Fund has filed or will file all federal and state tax returns which, to the knowledge of the Acquired Fund’s officers, are required to be filed by the Acquired Fund and has paid or will pay all federal and state taxes shown to be due on said returns or provision shall have been made for the payment thereof, and, to the best of the Acquired Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(k) The Acquired Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for all prior taxable years and intends to meet such requirements for its current taxable year ending on the Closing Date;

(l) All of the issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding and fully paid and nonassessable as a matter of Massachusetts law (except as disclosed in the Acquired Fund’s Statements of Additional Information), and have been offered for sale and in conformity with all applicable federal securities laws. All of the issued and outstanding shares of the Acquired Fund will, at the Closing Date, be held by the persons and in the amounts set forth in the list of shareholders submitted to the Acquiring Fund in accordance with this Agreement;

(m) As of both the Valuation Time (as defined in Section 4) and the Closing Date, the Acquired Fund will have the full right, power, and authority to sell, assign, transfer, and deliver its portfolio securities and any other assets of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement. As of the Closing Date, subject only to the delivery of the Acquired Fund’s portfolio securities and any such other assets as contemplated by this Agreement, the Acquiring Fund will acquire the Acquired Fund’s portfolio securities and any such other assets subject to no encumbrances, liens, or security interests (except for those that may arise in the ordinary course and are disclosed to the Acquiring Fund) and without any restrictions upon the transfer thereof; and

(n) The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of the Acquired Fund, and this Agreement constitutes a valid and binding obligation of the Acquired Fund enforceable in accordance with its terms, subject to approval by the shareholders of the Acquired Fund.

 

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2. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to and agrees with the Acquired Fund that:

(a) The Acquiring Fund is a series of the Acquiring Fund Trust, a business trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) The Acquiring Fund Trust is an open–end, management investment company duly registered under the 1940 Act, and such registration is in full force and effect;

(c) The Prospectuses and Statements of Additional Information of the Acquiring Fund, dated [November 29, 2017] previously furnished to the Acquired Fund did, not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to the Acquired Fund, there are no material legal, administrative, or other proceedings pending or, to the knowledge of the Acquiring Fund, threatened against the Acquiring Fund which assert liability on the part of the Acquiring Fund. The Acquiring Fund knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed to the Acquired Fund;

(e) The Acquiring Fund is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision of its Amended and Restated Declaration of Trust or By–laws, or, to the knowledge of the Acquiring Fund, of any agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Fund is a party or is bound;

(f) The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and the Schedule of Investments (including market values) of the Acquiring Fund at September 30, 2017, have been audited by Deloitte & Touche LLP, independent registered public accounting firm, and have been furnished to the Acquired Fund. Said Statement of Assets and Liabilities and Schedule of Investments fairly present the Acquiring Fund’s financial position as of such date and said Statement of Operations, Statement of Changes in Net Assets, and Financial Highlights fairly reflect the Acquiring Fund’s results of operations, changes in financial position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;

(g) The Acquiring Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of September 30, 2017 and those incurred in the ordinary course of the Acquiring Fund’s business as an investment company since September 30, 2017;

(h) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state securities or blue sky laws;

(i) The Acquiring Fund has filed or will file all federal and state tax returns which, to the knowledge of the Acquiring Fund’s officers, are required to be filed by the Acquiring Fund and has paid or will pay all federal and state taxes shown to be due on said returns or provision shall have been made for the payment thereof, and, to the best of the Acquiring Fund’s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(j) The Acquiring Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for all prior taxable years and intends to meet such requirements for its current taxable year ending on September 30, 2018;

 

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(k) As of the Closing Date, the shares of beneficial interest of the Acquiring Fund to be issued to the Acquired Fund will have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and nonassessable (except as disclosed in the Acquiring Fund’s Statements of Additional Information) by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof;

(l) The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, subject to approval by the shareholders of the Acquired Fund;

(m) The Registration Statement and the Proxy Statement, on the effective date of the Registration Statement and insofar as they relate to the Acquiring Fund, (i) comply in all material respects with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and the rules and regulations thereunder, and (ii) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time of the shareholders’ meeting referred to in Section 7 and on the Closing Date, the Prospectus, as amended or supplemented, insofar as it relates to the Acquiring Fund, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(n) The issuance of the Acquiring Fund Shares pursuant to this Agreement will be in compliance with all applicable federal securities laws; and

(o) All of the issued and outstanding shares of beneficial interest of the Acquiring Fund have been offered for sale and sold in conformity with the federal securities laws.

 

3. REORGANIZATION.

(a) Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume all of the Acquired Fund’s liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired Fund, determined as provided for under Section 4.

(b) The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof.

(c) The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of the Acquired Fund’s liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business.

(d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Acquiring Fund Shares in exchange for such shareholders’ shares of beneficial interest in the Acquired Fund and the Acquired

 

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Fund will be liquidated in accordance with the Acquired Fund’s Amended and Restated Declaration of Trust. Such distribution shall be accomplished by the Funds’ transfer agent opening accounts on the Acquiring Fund’s share transfer books in the names of the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder’s account shall be credited with the respective pro rata number of full and fractional Acquiring Fund shares due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled on the Acquired Fund’s share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with the Reorganization.

(e) Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated.

(f) Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired Fund’s books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom such Acquiring Fund Shares are to be issued, as a condition of such transfer.

 

4. VALUATION.

(a) The Valuation Time shall be as of the close of business of the New York Stock Exchange on the Closing Date, or such other date as may be mutually agreed upon in writing by the parties hereto (the Valuation Time).

(b) As of the Closing Date, the Acquiring Fund will deliver to the Acquired Fund the number of Acquiring Fund Shares having an aggregate net asset value equal to the value of the assets of the Acquired Fund transferred hereunder less the liabilities of the Acquired Fund, determined as provided in this Section 4.

(c) The net asset value per share of the Acquiring Fund shares to be delivered to the Acquired Fund, the value of the assets of the Acquired Fund transferred hereunder, and the value of the liabilities of the Acquired Fund to be assumed hereunder shall in each case be determined as of the Valuation Time.

(d) The net asset value per share of the Acquiring Fund shares and the value of the assets and liabilities of the Acquired Fund shall be computed in the manner set forth in the then–current Acquiring Fund Prospectuses and Statements of Additional Information.

(e) All computations pursuant to this Section shall be made by or under the direction of Fidelity Service Company, Inc., a wholly–owned subsidiary of FMR LLC, in accordance with its regular practice as pricing agent for the Acquired Fund and the Acquiring Fund.

 

5. FEES; EXPENSES.

(a) Pursuant to the Acquired Fund’s all–inclusive management contract with FMR Co., Inc. (FMRC), FMRC will pay all fees and expenses, including legal, accounting, printing, filing, and proxy solicitation expenses, portfolio transfer taxes (if any), or other similar expenses incurred in connection with the transactions contemplated by this Agreement (but not including costs incurred in connection with the purchase or sale of portfolio securities).

(b) Any expenses incurred in connection with the transactions contemplated by this Agreement which may be attributable to the Acquiring Fund will be borne by the Acquiring Fund provided they do not exceed the fund’s or each class’s expense cap, as applicable. Expenses exceeding the fund’s or each class’s voluntary expense cap, as applicable, will be paid by Fidelity Management and Research Company (but not including transaction costs incurred in connection with the purchase or sale of portfolio securities).

(c) Each of the Acquiring Fund and the Acquired Fund represents that there is no person who has dealt with it who by reason of such dealings is entitled to any broker’s or finder’s or other similar fee or commission arising out of the transactions contemplated by this Agreement.

 

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6. CLOSING DATE.

(a) The Reorganization, together with related acts necessary to consummate the same (the Closing), unless otherwise provided herein, shall occur at the principal office of the Trusts, 245 Summer Street, Boston, Massachusetts, as of the Valuation Time on April 27, 2017, or at some other time, date, and place agreed to by the Acquired Fund and the Acquiring Fund (the Closing Date).

(b) In the event that on the Closing Date: (i) any of the markets for securities held by the Funds is closed to trading, or (ii) trading thereon is restricted, or (iii) trading or the reporting of trading on said market or elsewhere is disrupted, all so that accurate appraisal of the total net asset value of the Acquired Fund and the net asset value per share of the Acquiring Fund is impracticable, the Valuation Time and the Closing Date shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored, or such other date as the parties may agree.

 

7. SHAREHOLDER MEETING AND TERMINATION OF THE ACQUIRED FUND.

(a) The Acquired Fund agrees to call a meeting of its shareholders after the effective date of the Registration Statement, to consider transferring its assets to the Acquiring Fund as herein provided, adopting this Agreement, and authorizing the liquidation of the Acquired Fund.

(b) The Acquired Fund agrees that as soon as reasonably practicable after distribution of the Acquiring Fund Shares, the Acquired Fund shall be terminated as a series of the Acquired Fund Trust pursuant to its Amended and Restated Declaration of Trust, any further actions shall be taken in connection therewith as required by applicable law, and on and after the Closing Date the Acquired Fund shall not conduct any business except in connection with its liquidation and termination.

 

8. CONDITIONS TO OBLIGATIONS OF THE ACQUIRING FUND.

(a) That the Acquired Fund furnishes to the Acquiring Fund a statement, dated as of the Closing Date, signed by an authorized officer of the Acquired Fund Trust, certifying that as of the Valuation Time and the Closing Date all representations and warranties of the Acquired Fund made in this Agreement are true and correct in all material respects and that the Acquired Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates;

(b) That the Acquired Fund furnishes the Acquiring Fund with copies of the resolutions, certified by an authorized officer of the Acquired Fund Trust, evidencing the adoption of this Agreement and the approval of the transactions contemplated herein by the requisite vote of the holders of the outstanding shares of beneficial interest of the Acquired Fund;

(c) That, on or prior to the Closing Date, the Acquired Fund will declare one or more dividends or distributions which, together with all previous such dividends or distributions attributable to its current taxable year, shall have the effect of distributing to the shareholders of the Acquired Fund substantially all of the Acquired Fund’s investment company taxable income and all of its net realized capital gain, if any, as of the Closing Date;

(d) That the Acquired Fund shall deliver to the Acquiring Fund at the Closing a statement of its assets and liabilities, together with a list of its portfolio securities showing each such security’s adjusted tax basis and holding period by lot, with values determined as provided in Section 4 of this Agreement, all as of the Valuation Time, certified on the Acquired Fund’s behalf by its Treasurer or Assistant Treasurer;

(e) That the Acquired Fund’s custodian shall deliver to the Acquiring Fund a certificate identifying the assets of the Acquired Fund held by such custodian as of the Valuation Time on the Closing Date and stating that as of the Valuation Time: (i) the assets held by the custodian will be transferred to the Acquiring Fund; (ii) the Acquired Fund’s assets have been duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof; and (iii) to the best of the custodian’s knowledge, all applicable taxes (including stock transfer taxes, if any) in conjunction with the delivery of the assets, that the custodian has been notified are due, have been paid or provision for payment has been made;

 

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(f) That the Acquired Fund’s transfer agent shall deliver to the Acquiring Fund at the Closing a certificate setting forth the number of shares of the Acquired Fund outstanding as of the Valuation Time and the name and address of each holder of record of any such shares and the number of shares held of record by each such shareholder;

(g) That the Acquired Fund calls a meeting of its shareholders to be held after the effective date of the Registration Statement, to consider transferring its assets to the Acquiring Fund as herein provided, adopting this Agreement, and authorizing the liquidation and termination of the Acquired Fund;

(h) That the Acquired Fund delivers to the Acquiring Fund a certificate of an authorized officer of the Acquired Fund Trust, dated as of the Closing Date, that there has been no material adverse change in the Acquired Fund’s financial position since May 31, 2017, other than changes in the market value of its portfolio securities, or changes due to net redemptions of its shares, dividends paid, or losses from operations; and

(i) That all of the issued and outstanding shares of beneficial interest of the Acquired Fund shall have been offered for sale and sold in conformity with all applicable state securities laws and, to the extent that any audit of the records of the Acquired Fund or its transfer agent by the Acquiring Fund or its agents shall have revealed otherwise, the Acquired Fund shall have taken all actions that in the opinion of the Acquiring Fund are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such shares in conformity with such laws.

 

9. CONDITIONS TO OBLIGATIONS OF THE ACQUIRED FUND.

(a) That the Acquiring Fund shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an authorized officer of the Acquiring Fund Trust, dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement;

(b) That the Acquiring Fund furnishes to the Acquired Fund a statement, dated as of the Closing Date, signed by an authorized officer of the Acquiring Fund Trust, certifying that as of the Valuation Time and the Closing Date all representations and warranties of the Acquiring Fund made in this Agreement are true and correct in all material respects, and the Acquiring Fund has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates; and

(c) That the Acquired Fund shall have received an opinion of Dechert LLP, counsel to the Acquired Fund and the Acquiring Fund, to the effect that the Acquiring Fund shares are duly authorized and upon delivery to the Acquired Fund as provided in this Agreement will be validly issued and will be fully paid and nonassessable by the Acquiring Fund (except as disclosed in the Acquiring Fund’s Statements of Additional Information) and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof.

 

10. CONDITIONS TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.

(a) That this Agreement shall have been adopted and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of beneficial interest of the Acquired Fund;

(b) That all consents of other parties and all other consents, orders, and permits of federal, state, and local regulatory authorities (including those of the Commission and of state blue sky and securities authorities, and including “no action” positions of such federal or state authorities) deemed necessary by the Acquiring Fund or the Acquired Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions;

(c) That all proceedings taken by either Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to it and its counsel, Dechert LLP;

 

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(d) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement;

(e) That the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Acquiring Fund and the Acquired Fund, threatened by the Commission; and

(f) That the Acquiring Fund and the Acquired Fund shall have received an opinion of Dechert LLP satisfactory to the Acquiring Fund and the Acquired Fund substantially to the effect that for federal income tax purposes:

(i) The Reorganization will constitute a tax–free reorganization under Section 368(a) of the Code.

(ii) The Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to the Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund, except that the Acquired Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.

(iii) The Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by the Acquired Fund in the Reorganization.

(iv) The Acquiring Fund will recognize no gain or loss upon receiving the properties of the Acquired Fund in exchange solely for the Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund.

(v) The adjusted basis to the Acquiring Fund of the properties of the Acquired Fund received by the Acquiring Fund in the Reorganization will be the same as the adjusted basis of those properties in the hands of the Acquired Fund immediately before the exchange.

(vi) The Acquiring Fund’s holding periods with respect to the properties of the Acquired Fund that the Acquiring Fund acquires in the Reorganization will include the respective periods for which those properties were held by the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).

(vii) The Acquired Fund shareholders will recognize no gain or loss upon receiving the Acquiring Fund Shares solely in exchange for the Acquired Fund shares.

(viii) The aggregate basis of the Acquiring Fund Shares received by an Acquired Fund shareholder in the Reorganization will be the same as the aggregate basis of the Acquired Fund shares surrendered by the Acquired Fund shareholder in exchange therefor.

(ix) An Acquired Fund shareholder’s holding period for the Acquiring Fund Shares received by the Acquired Fund shareholder in the Reorganization will include the holding period during which the Acquired Fund shareholder held the Acquired Fund shares surrendered in exchange therefor, provided that the Acquired Fund shareholder held such shares as a capital asset on the date of the Reorganization.

Notwithstanding anything herein to the contrary, neither the Acquired Fund nor the Acquiring Fund may waive the conditions set forth in this subsection 10(f).

 

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11. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.

(a) The Acquiring Fund and the Acquired Fund each covenants to operate its respective business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the payment of customary dividends and distributions;

(b) The Acquired Fund covenants that it is not acquiring the Acquiring Fund shares for the purpose of making any distribution other than in accordance with the terms of this Agreement;

(c) The Acquired Fund covenants that it will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund’s shares; and

(d) The Acquired Fund covenants that its liquidation and termination will be effected in the manner provided in its Amended and Restated Declaration of Trust in accordance with applicable law, and after the Closing Date, the Acquired Fund will not conduct any business except in connection with its liquidation and termination.

 

12. TERMINATION; WAIVER.

The Acquiring Fund and the Acquired Fund may terminate this Agreement by mutual agreement. In addition, either the Acquiring Fund or the Acquired Fund may at its option terminate this Agreement at or prior to the Closing Date because:

(i) of a material breach by the other of any representation, warranty, or agreement contained herein to be performed at or prior to the Closing Date; or

(ii) a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met.

In the event of any such termination, there shall be no liability for damages on the part of the Acquired Fund or the Acquiring Fund, or their respective Trustees or officers.

 

13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.

(a) This Agreement supersedes all previous correspondence and oral communications between the parties regarding the subject matter hereof, constitutes the only understanding with respect to such subject matter, may not be changed except by a letter of agreement signed by each party hereto and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

(b) This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the respective President, any Vice President, or Treasurer of the Acquiring Fund or the Acquired Fund; provided, however, that following the shareholders’ meeting called by the Acquired Fund pursuant to Section 7 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of the Acquiring Fund Shares to be paid to the Acquired Fund shareholders under this Agreement to the detriment of such shareholders without their further approval.

(c) Either Fund may waive any condition to its obligations hereunder, provided that such waiver does not have any material adverse effect on the interests of such Fund’s shareholders.

The representations, warranties, and covenants contained in the Agreement, or in any document delivered pursuant hereto or in connection herewith, shall survive the consummation of the transactions contemplated hereunder.

 

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14. DECLARATIONS OF TRUST.

A copy of each Fund’s Amended and Restated Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Fund as trustees and not individually and that the obligations of each Fund under this instrument are not binding upon any of such Fund’s Trustees, officers, or shareholders individually but are binding only upon the assets and property of such Fund. Each Fund agrees that its obligations hereunder apply only to such Fund and not to its shareholders individually or to the Trustees of such Fund.

 

15. ASSIGNMENT.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by an appropriate officer.

SIGNATURE LINES OMITTED

 

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Attachment 1A

The following tables show the fees and expenses of Global Balanced and Asset Manager 60% for the 12 months ended September 30, 2017, and the pro forma estimated fees and expenses of the combined fund based on the same time period after giving effect to the Reorganization if only Proposal 1 is approved. Sales charges, if applicable, are paid directly to FDC, each fund’s distributor. Annual fund or class operating expenses are paid by each fund or class, as applicable.

Class A

Shareholder Fees (fees paid directly from your investment)

 

     Global
Balanced
    Asset
Manager
60%
    Asset
Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     5.75     5.75

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None A      None A      None A 

 

A Class A purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00%.

Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global Balanced     Asset Manager 60%     Asset Manager 60%
Pro forma
Combined B
 

Management fee

     0.70     0.55     0.55

Distribution and/or Service (12b-1) fees

     0.25     0.25     0.25

Other expenses

     0.34     0.23     0.24

Acquired Fund fees and expenses

     None       0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.29     1.05 %A      1.06

 

A  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
B  Estimated for the 12 months ending September 30, 2017.

Class M

Shareholder Fees (fees paid directly from your investment)

 

     Global
Balanced
    Asset
Manager
60%
    Asset Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     3.50     3.50     3.50

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None A      None A      None A 

 

A Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 0.25%.

 

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Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global Balanced     Asset Manager 60%     Asset Manager 60%
Pro forma
Combined B
 

Management fee

     0.70     0.55     0.55

Distribution and/or Service (12b-1) fees

     0.50     0.50     0.50

Other expenses

     0.38     0.23     0.26

Acquired Fund fees and expenses

     None       0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.58     1.30 %A      1.33

 

A  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
B  Estimated for the 12 months ending September 30, 2017.

Class C

Shareholder Fees (fees paid directly from your investment)

 

    

Global

Balanced

   

Asset

Manager 60%

    Asset Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     None       None       None  

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     1.00 %A      1.00 %A      1.00 %A 

 

A On Class C shares redeemed less than one year after purchase.

Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global Balanced     Asset Manager 60%     Asset Manager 60%
Pro forma
Combined B
 

Management fee

     0.70     0.55     0.55

Distribution and/or Service (12b-1) fees

     1.00     1.00     1.00

Other expenses

     0.41     0.23     0.27

Acquired Fund fees and expenses

     None       0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     2.11 %      1.80 %A      1.84

 

A  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
B  Estimated for the 12 months ending September 30, 2017.

 

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Class I

Shareholder Fees (fees paid directly from your investment)

 

     Global
Balanced
     Asset
Manager
60%
     Asset Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     None        None        None  

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None        None        None  

Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global Balanced     Asset Manager 60%     Asset Manager 60%
Pro forma
Combined B
 

Management fee

     0.70     0.55     0.55

Distribution and/or Service (12b-1) fees

     None       None       None  

Other expenses

     0.29     0.20     0.20

Acquired Fund fees and expenses

     None       0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     0.99     0.77 %A      0.77

 

A  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
B  Estimated for the 12 months ending September 30, 2017.

Retail Class

Shareholder Fees (fees paid directly from your investment)

 

     Global
Balanced
     Asset
Manager
60%
     Asset Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     None        None        None  

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None        None        None  

 

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Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Balanced
    Asset
Manager
60%
    Asset Manager 60%
Pro forma
Combined B
 

Management fee

     0.70     0.55     0.55

Distribution and/or Service (12b-1) fees

     None       None       None  

Other expenses

     0.31     0.16     0.17

Acquired Fund fees and expenses

     None       0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.01     0.73 %A      0.74

 

A Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
B  Estimated for the 12 months ending September 30, 2017.

 

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Table of Contents

Attachment 1B

The following tables show the fees and expenses of Global Strategies and Asset Manager 60% for the 12 months ended September 30, 2017, and the pro forma estimated fees and expenses of the combined fund based on the same time period after giving effect to the Reorganization if only Proposal 2 is approved. Sales charges, if applicable, are paid directly to FDC, each fund’s distributor. Annual fund or class operating expenses are paid by each fund or class, as applicable.

Class A

Shareholder Fees (fees paid directly from your investment)

 

     Global
Strategies
    Asset
Manager
60%
    Asset
Manager
60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     5.75     5.75

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None A      None A      None A 

 

A Class A purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00%.

Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Strategies
    Asset
Manager
60%
    Asset Manager 60%
Pro forma
Combined C
 

Management fee

     0.50     0.55     0.55

Distribution and/or Service (12b-1) fees

     0.25     0.25     0.25

Other expenses

     0.01     0.23     0.23

Acquired Fund fees and expenses

     0.71 %A      0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.47 %B      1.05 %B      1.05

Fee waiver and/or expense reimbursement

     0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     1.36 %B      1.05 % B      1.05

 

A The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.
B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

 

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Class M

Shareholder Fees (fees paid directly from your investment)

 

     Global
Strategies
    Asset
Manager
60%
    Asset Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     3.50     3.50     3.50

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None A      None A      None A 

 

A Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 0.25%.

Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Strategies
    Asset
Manager
60%
    Asset Manager 60%
Pro forma
Combined C
 

Management fee

     0.50     0.55     0.55

Distribution and/or Service (12b-1) fees

     0.50     0.50     0.50

Other expenses

     0.01     0.23     0.24

Acquired Fund fees and expenses

     0.71 %A      0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.72 %B      1.30 %B      1.31

Fee waiver and/or expense reimbursement

     0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     1.61 %B      1.30 %B      1.31

 

A The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.
B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

Class C

Shareholder Fees (fees paid directly from your investment)

 

     Global
Strategies
    Asset
Manager
60%
    Asset Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     None       None       None  

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     1.00 %A      1.00 %A      1.00 %A 

 

A On Class C shares redeemed less than one year after purchase.

 

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Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Strategies
    Asset
Manager
60%
    Asset Manager 60%
Pro forma
Combined C
 

Management fee

     0.50     0.55     0.55

Distribution and/or Service (12b-1) fees

     1.00     1.00     1.00

Other expenses

     0.01     0.23     0.25

Acquired Fund fees and expenses

     0.71 %A      0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     2.22 %B      1.80 %B      1.82

Fee waiver and/or expense reimbursement

     0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     2.11 %B      1.80 %B      1.82

 

A The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.
B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

Class I

Shareholder Fees (fees paid directly from your investment)

 

     Global
Strategies
     Asset
Manager
60%
     Asset Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     None        None        None  

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None        None        None  

 

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Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Strategies
    Asset
Manager
60%
    Asset Manager 60%
Pro forma
Combined C
 

Management fee

     0.50     0.55     0.55

Distribution and/or Service (12b-1) fees

     None       None       None  

Other expenses

     0.01     0.20     0.23

Acquired Fund fees and expenses

     0.71 %A      0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.22 %B      0.77 %B      0.80

Fee waiver and/or expense reimbursement

     0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     1.11 %B      0.77 %B      0.80

 

A The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.
B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

Retail Class

Shareholder Fees (fees paid directly from your investment)

 

     Global
Strategies
     Asset
Manager
60%
     Asset Manager 60%
Pro forma
Combined
 

Maximum sales charge (load) on purchases (as a % of offering price)

     None        None        None  

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None        None        None  

Annual Class Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Global
Strategies
    Asset
Manager
60%
    Asset Manager 60%
Pro forma
Combined C
 

Management fee

     0.50     0.55     0.55

Distribution and/or Service (12b-1) fees

     None       None       None  

Other expenses

     0.01     0.16     0.16

Acquired Fund fees and expenses

     0.71 %A      0.02     0.02
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses

     1.22 %B      0.73 %B      0.73

Fee waiver and/or expense reimbursement

     0.11 %A      None       None  
  

 

 

   

 

 

   

 

 

 

Total annual operating expenses after fee waiver and/ or expense reimbursement

     1.11 %B      0.73 %B      0.73

 

A

The fund may invest in the Subsidiary. The Subsidiary has entered into a separate contract with FMRC for the management of its portfolio pursuant to which the Subsidiary pays FMRC a fee at an annual rate of 0.30% of its net assets. The Subsidiary also pays certain other

 

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  expenses including custody fees. FMRC has contractually agreed to waive the fund’s management fee in an amount equal to the management fee paid to FMRC by the Subsidiary. This arrangement will remain in effect for at least one year from the effective date of the prospectus, and will remain in effect thereafter as long as FMRC’s contract with the Subsidiary is in place. If FMRC’s contract with the Subsidiary is terminated, FMRC, in its sole discretion, may discontinue the arrangement. In addition, FMRC has contractually agreed to waive 0.10% of the fund’s management fee. This arrangement will remain in effect through July 31, 2018.
B  Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.
C  Estimated for the 12 months ending September 30, 2017.

 

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Attachment 2A

The following table illustrates the expenses on a hypothetical $10,000 investment in Global Balanced and Asset Manager 60% under the current and pro forma (combined fund) expenses calculated at the rates shown in Attachment 1A, assuming a 5% annual return if only Proposal 1 is approved. The table illustrates how much a shareholder would pay in total expenses if the shareholder sells all of his or her shares at the end of each time period indicated and if the shareholder holds his or her shares.

Global Balanced

 

     Class A      Class M      Class C      Class I      Global Balanced
Fund (Retail Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 699      $ 699      $ 505      $ 505      $ 314      $ 214      $ 101      $ 101      $ 103      $ 103  

3 Year

   $ 960      $ 960      $ 831      $ 831      $ 661      $ 661      $ 315      $ 315      $ 322      $ 322  

5 Year

   $ 1,242      $ 1,242      $ 1,180      $ 1,180      $ 1,134      $ 1,134      $ 547      $ 547      $ 558      $ 558  

10 Year

   $ 2,042      $ 2,042      $ 2,163      $ 2,163      $ 2,441      $ 2,441      $ 1,213      $ 1,213      $ 1,236      $ 1,236  

Asset Manager 60%

 

     Class A      Class M      Class C      Class I      Asset Manager 60%
(Retail Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 676      $ 676      $ 478      $ 478      $ 283      $ 183      $ 79      $ 79      $ 75      $ 75  

3 Year

   $ 890      $ 890      $ 748      $ 748      $ 566      $ 566      $ 246      $ 246      $ 233      $ 233  

5 Year

   $ 1,121      $ 1,121      $ 1,038      $ 1,038      $ 975      $ 975      $ 428      $ 428      $ 406      $ 406  

10 Year

   $ 1,784      $ 1,784      $ 1,863      $ 1,863      $ 2,116      $ 2,116      $ 954      $ 954      $ 906      $ 906  

Asset Manager 60% Pro Forma Combined

 

     Class A      Class M      Class C      Class I      Asset Manager 60%
Pro Forma (Retail
Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 677      $ 677      $ 481      $ 481      $ 287      $ 187      $ 79      $ 79      $ 76      $ 76  

3 Year

   $ 893      $ 893      $ 757      $ 757      $ 579      $ 579      $ 246      $ 246      $ 237      $ 237  

5 Year

   $ 1,126      $ 1,126      $ 1,053      $ 1,053      $ 995      $ 995      $ 428      $ 428      $ 411      $ 411  

10 Year

   $ 1,795      $ 1,795      $ 1,895      $ 1,895      $ 2,159      $ 2,159      $ 954      $ 954      $ 918      $ 918  

 

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Attachment 2B

The following table illustrates the expenses on a hypothetical $10,000 investment in Global Strategies and Asset Manager 60% under the current and pro forma (combined fund) expenses calculated at the rates shown in Attachment 1B, assuming a 5% annual return if only Proposal 2 is approved. The table illustrates how much a shareholder would pay in total expenses if the shareholder sells all of his or her shares at the end of each time period indicated and if the shareholder holds his or her shares.

Global Strategies

 

     Class A      Class M      Class C      Class I      Global Strategies
Fund (Retail Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 706      $ 706      $ 508      $ 508      $ 314      $ 214      $ 113      $ 113      $ 113      $ 113  

3 Year

   $ 1,001      $ 1,001      $ 861      $ 861      $ 682      $ 682      $ 374      $ 374      $ 374      $ 374  

5 Year

   $ 1,320      $ 1,320      $ 1,239      $ 1,239      $ 1,178      $ 1,178      $ 658      $ 658      $ 658      $ 658  

10 Year

   $ 2,221      $ 2,221      $ 2,299      $ 2,299      $ 2,544      $ 2,544      $ 1,466      $ 1,466      $ 1,466      $ 1,466  

Asset Manager 60%

 

     Class A      Class M      Class C      Class I      Asset Manager 60%
(Retail Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 676      $ 676      $ 478      $ 478      $ 283      $ 183      $ 79      $ 79      $ 75      $ 75  

3 Year

   $ 890      $ 890      $ 748      $ 748      $ 566      $ 566      $ 246      $ 246      $ 233      $ 233  

5 Year

   $ 1,121      $ 1,121      $ 1,038      $ 1,038      $ 975      $ 975      $ 428      $ 428      $ 406      $ 406  

10 Year

   $ 1,784      $ 1,784      $ 1,863      $ 1,863      $ 2,116      $ 2,116      $ 954      $ 954      $ 906      $ 906  

Asset Manager 60% Pro Forma Combined

 

     Class A      Class M      Class C      Class I      Asset Manager 60%
Pro Forma (Retail Class)
 
     Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All      Sell All      Hold All  

1 Year

   $ 676      $ 676      $ 479      $ 479      $ 285      $ 185      $ 82      $ 82      $ 75      $ 75  

3 Year

   $ 890      $ 890      $ 751      $ 751      $ 573      $ 573      $ 255      $ 255      $ 233      $ 233  

5 Year

   $ 1,121      $ 1,121      $ 1,043      $ 1,043      $ 985      $ 985      $ 444      $ 444      $ 406      $ 406  

10 Year

   $ 1,784      $ 1,784      $ 1,874      $ 1,874      $ 2,137      $ 2,137      $ 990      $ 990      $ 906      $ 906  

 

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Attachment 3

The following table shows the capitalization of Global Balanced, Global Strategies, and Asset Manager 60% as of September 30, 2017, and on a pro forma combined basis (unaudited) as of that date giving effect to the Reorganization if both Proposal 1 and Proposal 2 are approved.

Global Balanced (A)

 

     Net Assets      Net
Asset
Value
Per
Share
     Shares
Outstanding
 

Class A

   $ 41,993,658      $ 24.99        1,680,463  

Class M

   $ 14,704,097      $ 24.71        595,110  

Class C

   $ 26,602,482      $ 24.07        1,105,141  

Class I

   $ 10,150,083      $ 25.29        401,318  

Fidelity Global Balanced Fund (retail class)

   $ 382,891,000      $ 25.36        15,095,730  

Global Strategies (B)

 

     Net Assets      Net Asset Value
Per Share
     Shares
Outstanding
 

Class A

   $ 25,019,830      $ 9.63        2,598,991  

Class M

   $ 19,337,480      $ 9.59        2,017,096  

Class C

   $ 24,942,174      $ 9.45        2,638,633  

Class I

   $ 22,946,395      $ 9.67        2,374,015  

Fidelity Global Strategies Fund (retail class)

   $ 81,303,131      $ 9.66        8,413,108  

 

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Table of Contents

Asset Manager 60%

 

Class A

   $ 59,048,809      $ 12.42        4,756,089  

Class M

   $ 20,859,714      $ 12.34        1,689,804  

Class C

   $ 37,384,313      $ 12.18        3,068,469  

Class I

   $ 26,423,276      $ 12.48        2,117,765  

Fidelity Asset Manager 60% (retail class)

   $ 1,821,025,025      $ 12.47        145,994,226  

Asset Manager 60% Pro Forma

 

Class A

   $ 126,062,297      $ 12.42        10,151,700  

Class M

   $ 54,901,291      $ 12.34        4,448,441  

Class C

   $ 88,928,969      $ 12.18        7,300,378  

Class I

   $ 59,519,754      $ 12.48        4,769,726  

Fidelity Asset Manager 60% (retail class)

   $ 2,285,219,156      $ 12.47        183,219,096  

 

(A) Global Balanced’s estimated one time proxy cost of $46,000 not included in the Pro Forma.
(B) Global Strategies’ estimated one time proxy cost of $22,000 is not included in the Pro Forma. FMRC (the investment adviser) pays all other expenses of the fund, with limited exceptions, and will bear the fund’s one time proxy cost.

 

77


Table of Contents

Fidelity Asset Manager, Fidelity Investments & Pyramid Design, Fidelity, FAST, and Directed Dividends are registered service marks of FMR LLC. © 2017 FMR LLC. All rights reserved.

 

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

 

1.9885990.100   GLOBAL-PXS-0118


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Fidelity Asset Manager® Funds

Fidelity Asset Manager® 20%

Class/Ticker

Fidelity Asset Manager® 20%/FASIX

Fidelity Asset Manager® 30%

Class/Ticker

Fidelity Asset Manager® 30%/FTANX

Fidelity Asset Manager® 40%

Class/Ticker

Fidelity Asset Manager® 40%/FFANX

Fidelity Asset Manager® 50%

Class/Ticker

Fidelity Asset Manager® 50%/FASMX

Fidelity Asset Manager® 60%

Class/Ticker

Fidelity Asset Manager® 60%/FSANX

Fidelity Asset Manager® 70%

Class/Ticker

Fidelity Asset Manager® 70%/FASGX

Fidelity Asset Manager® 85%

Class/Ticker

Fidelity Asset Manager® 85%/FAMRX

In this prospectus, the term “shares” (as it relates to a fund) means the class of shares offered through this prospectus.

Prospectus

November 29, 2017


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Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.    LOGO
   245 Summer Street, Boston, MA 02210

Contents

 

  

Fund Summary

   Fidelity Asset Manager® 20%
  
   Fidelity Asset Manager® 30%
  
   Fidelity Asset Manager® 40%
  
   Fidelity Asset Manager® 50%
  
   Fidelity Asset Manager® 60%
  
   Fidelity Asset Manager® 70%
  
   Fidelity Asset Manager® 85%
  

Fund Basics

   Investment Details
  
   Valuing Shares
  


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Shareholder Information

   Additional Information about the Purchase and Sale of Shares
  
   Exchanging Shares
  
   Features and Policies
  
   Dividends and Capital Gain Distributions
  
   Tax Consequences
  

Fund Services

   Fund Management
  
   Fund Distribution
  

Appendix

   Financial Highlights
  
   Additional Index Information

Fund Summary

Fund/Class:

Fidelity Asset Manager® 20%/Fidelity Asset Manager® 20%

Investment Objective

The fund seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments. The fund also considers the potential for capital appreciation.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.


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Shareholder fees

  

(fees paid directly from your investment)

     None

Annual Operating Expenses

  

(expenses that you pay each year as a % of the value of your investment)

  

Management fee

     0.41

Distribution and/or Service (12b-1) fees

     None

Other expenses

     0.11

Acquired fund fees and expenses

     0.01
  

 

 

 

Total annual operating expenses(a)

     0.53

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

 

1 year

   $ 54  

3 years

   $ 170  

5 years

   $ 296  

10 years

   $ 665  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 22% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 20% of assets in stocks, 50% of assets in bonds, and 30% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (10%-30%), bond class (40%-60%), and short-term/money market class (10%-50%).


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    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a security can cause the price of a security to decrease. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit www.fidelity.com for more recent performance information.


Table of Contents

Year-by-Year Returns

 

LOGO

 

During the periods shown in the chart:

     Returns     Quarter ended

Highest Quarter Return

     8.80     June 30, 2009

Lowest Quarter Return

     (7.78 )%      December 31, 2008

Year-to-Date Return

     5.32     September 30, 2017

Average Annual Returns

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan).

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Past 10 years  

Fidelity Asset Manager® 20%

      

Return Before Taxes

     4.70     4.07     3.90

Return After Taxes on Distributions

     3.83     2.89     2.74

Return After Taxes on Distributions and Sale of Fund Shares

     2.77     2.80     2.67

Bloomberg Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses, or taxes)

     2.65     2.23     4.34

Fidelity Asset Manager 20% Composite IndexSM 
(reflects no deduction for fees or expenses)

     3.54     3.66     3.70

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.


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Purchase and Sale of Shares

You may buy or sell shares through a Fidelity® brokerage or mutual fund account, through a retirement account, or through an investment professional. You may buy or sell shares in various ways:

Internet

www.fidelity.com

Phone

Fidelity Automated Service Telephone (FAST®) 1-800-544-5555

To reach a Fidelity representative 1-800-544-6666

Mail

 

Additional purchases:

   Redemptions:

Fidelity Investments

   Fidelity Investments

P.O. Box 770001

   P.O. Box 770001

Cincinnati, OH 45277-0003

   Cincinnati, OH 45277-0035

TDD- Service for the Deaf and Hearing Impaired

1-800-544-0118

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after your investment is received in proper form.

The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

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

 

Initial Purchase Minimum

   $ 2,500  

For Fidelity® Simplified Employee Pension-IRA, Keogh, Investment Only Retirement accounts, and effective January 1, 2016, Health Savings Accounts recordkept by Fidelity

   $ 500  

Through regular investment plans in Fidelity® Traditional IRAs, Roth IRAs, and Rollover IRAs (requires monthly purchases of $200 until fund balance is $2,500)

   $ 200  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).


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Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 30%/Fidelity Asset Manager® 30%

Investment Objective

The fund seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments. The fund also considers the potential for capital appreciation.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

 

Shareholder fees   

(fees paid directly from your investment)

     None
Annual Operating Expenses   
(expenses that you pay each year as a % of the value of your investment)   

Management fee

     0.41

Distribution and/or Service (12b-1) fees

     None

Other expenses

     0.13

Acquired fund fees and expenses

     0.01
  

 

 

 

Total annual operating expenses(a)

     0.55

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.


Table of Contents

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

 

1 year

   $ 56  

3 years

   $ 176  

5 years

   $ 307  

10 years

   $ 689  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 24% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 30% of assets in stocks, 50% of assets in bonds, and 20% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (20%-40%), bond class (40%-60%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

   

Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a security can cause the price of a security to decrease. Lower-quality debt


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securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit www.fidelity.com for more recent performance information.

Year-by-Year Returns

 

LOGO

 

During the periods shown in the chart:

     Returns   Quarter ended

Highest Quarter Return

     10.91   June 30, 2009

Lowest Quarter Return

     (10.59 )%    December 31, 2008

Year-to-Date Return

     7.22   September 30, 2017

Average Annual Returns

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan).


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For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Fidelity Asset Manager® 30%

      

Return Before Taxes

     5.50     5.29     3.93

Return After Taxes on Distributions

     4.70     4.20     2.85

Return After Taxes on Distributions and Sale of Fund Shares

     3.19     3.79     2.72

Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)

     2.65     2.23     4.29

Fidelity Asset Manager 30% Composite IndexSM (reflects no deduction for fees or expenses)

     4.56     4.89     3.87

 

(a) From October 9, 2007

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.

Purchase and Sale of Shares

You may buy or sell shares through a Fidelity® brokerage or mutual fund account, through a retirement account, or through an investment professional. You may buy or sell shares in various ways:

Internet

www.fidelity.com

Phone

Fidelity Automated Service Telephone (FAST®) 1-800-544-5555

To reach a Fidelity representative 1-800-544-6666

Mail

 

Additional purchases:

   Redemptions:

Fidelity Investments

   Fidelity Investment

P.O. Box 770001

   P.O. Box 770001

Cincinnati, OH 45277-0003

   Cincinnati, OH 45277-0035

TDD- Service for the Deaf and Hearing Impaired

1-800-544-0118


Table of Contents

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after your investment is received in proper form.

The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

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

 

Initial Purchase Minimum

   $ 2,500  

For Fidelity® Simplified Employee Pension-IRA, Keogh, Investment Only Retirement accounts, and effective January 1, 2016, Health Savings Accounts recordkept by Fidelity

   $ 500  

Through regular investment plans in Fidelity® Traditional IRAs, Roth IRAs, and Rollover IRAs (requires monthly purchases of $200 until fund balance is $2,500)

   $ 200  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 40%/Fidelity Asset Manager® 40%

Investment Objective

The fund seeks current income as well as total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments. The fund also considers the potential for capital appreciation.


Table of Contents

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

 

Shareholder fees   

(fees paid directly from your investment)

     None
Annual Operating Expenses   
(expenses that you pay each year as a % of the value of your investment)   

Management fee

     0.41

Distribution and/or Service (12b-1) fees

     None

Other expenses

     0.13

Acquired fund fees and expenses

     0.02
  

 

 

 

Total annual operating expenses(a)

     0.56

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

 

1 year

   $ 57  

3 years

   $ 179  

5 years

   $ 313  

10 years

   $ 701  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 20% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 40% of assets in stocks, 45% of assets in bonds, and 15% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (20%-60%), bond class (30%-60%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.


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    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit www.fidelity.com for more recent performance information.


Table of Contents

Year-by-Year Returns

 

LOGO

 

During the periods shown in the chart:

     Returns     Quarter ended

Highest Quarter Return

     12.87     June 30, 2009

Lowest Quarter Return

     (12.42 )%      December 31, 2008

Year-to-Date Return

     8.89     September 30, 2017

Average Annual Returns

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan).

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Fidelity Asset Manager® 40%

      

Return Before Taxes

     6.00     6.35     4.12

Return After Taxes on Distributions

     5.26     5.29     3.12

Return After Taxes on Distributions and Sale of Fund Shares

     3.50     4.66     2.91

Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)

     2.65     2.23     4.29

Fidelity Asset Manager 40% Composite IndexSM (reflects no deduction for fees or expenses)

     5.45     6.02     4.13

 

(a) From October 9, 2007

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.


Table of Contents

Purchase and Sale of Shares

You may buy or sell shares through a Fidelity® brokerage or mutual fund account, through a retirement account, or through an investment professional. You may buy or sell shares in various ways:

Internet

www.fidelity.com

Phone

Fidelity Automated Service Telephone (FAST®) 1-800-544-5555

To reach a Fidelity representative 1-800-544-6666

Mail

 

Additional purchases:

   Redemptions:

Fidelity Investments

   Fidelity Investments

P.O. Box 770001

   P.O. Box 770001

Cincinnati, OH 45277-0003

   Cincinnati, OH 45277-0035

TDD- Service for the Deaf and Hearing Impaired

1-800-544-0118

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after your investment is received in proper form.

The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

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

 

Initial Purchase Minimum

   $ 2,500  

For Fidelity® Simplified Employee Pension-IRA, Keogh, Investment Only Retirement accounts, and effective January 1, 2016, Health Savings Accounts recordkept by Fidelity

   $ 500  

Through regular investment plans in Fidelity® Traditional IRAs, Roth IRAs, and Rollover IRAs (requires monthly purchases of $200 until fund balance is $2,500)

   $ 200  

The fund may waive or lower purchase minimums in other circumstances.


Table of Contents

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 50%/Fidelity Asset Manager® 50%

Investment Objective

The fund seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

 

Shareholder fees   

(fees paid directly from your investment)

     None
Annual Operating Expenses   
(expenses that you pay each year as a % of the value of your investment)   

Management fee

     0.50

Distribution and/or Service (12b-1) fees

     None

Other expenses

     0.15

Acquired fund fees and expenses

     0.02
  

 

 

 

Total annual operating expenses(a)

     0.67

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.


Table of Contents

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

 

1 year

   $ 68  

3 years

   $ 214  

5 years

   $ 373  

10 years

   $ 835  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 20% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 50% of assets in stocks, 40% of assets in bonds, and 10% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (30%-70%), bond class (20%-60%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.


Table of Contents
    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit www.fidelity.com for more recent performance information.

Year-by-Year Returns

 

During the periods shown in the chart:

     Returns     Quarter ended

Highest Quarter Return

     15.23     June 30, 2009

Lowest Quarter Return

     (14.74 )%      December 31, 2008

Year-to-Date Return

     10.57     September 30, 2017

Average Annual Returns

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan).

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Past 10 years  

Fidelity Asset Manager® 50%

      

Return Before Taxes

     6.43     7.24     4.87

Return After Taxes on Distributions

     5.68     5.74     3.54

Return After Taxes on Distributions and Sale of Fund Shares

     3.83     5.30     3.44

S&P 500® Index

(reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     6.95

Fidelity Asset Manager 50% Composite IndexSM

(reflects no deduction for fees or expenses)

     6.33     7.14     4.83


Table of Contents

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.

Purchase and Sale of Shares

You may buy or sell shares through a Fidelity® brokerage or mutual fund account, through a retirement account, or through an investment professional. You may buy or sell shares in various ways:

Internet

www.fidelity.com

Phone

Fidelity Automated Service Telephone (FAST®) 1-800-544-5555

To reach a Fidelity representative 1-800-544-6666

Mail

 

Additional purchases:

   Redemptions:

Fidelity Investments

   Fidelity Investments

P.O. Box 770001

   P.O. Box 770001

Cincinnati, OH 45277-0003

   Cincinnati, OH 45277-0035

TDD- Service for the Deaf and Hearing Impaired

1-800-544-0118

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after your investment is received in proper form.

The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

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

 

Initial Purchase Minimum

   $ 2,500  

For Fidelity® Simplified Employee Pension-IRA, Keogh, Investment Only Retirement accounts, and effective January 1, 2016, Health Savings Accounts recordkept by Fidelity

   $ 500  

Through regular investment plans in Fidelity® Traditional IRAs, Roth IRAs, and Rollover IRAs (requires monthly purchases of $200 until fund balance is $2,500)

   $ 200  

The fund may waive or lower purchase minimums in other circumstances.


Table of Contents

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 60%/Fidelity Asset Manager® 60%

Investment Objective

The fund seeks high total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

 

Shareholder fees   

(fees paid directly from your investment)

     None
Annual Operating Expenses   
(expenses that you pay each year as a % of the value of your investment)   

Management fee

     0.55

Distribution and/or Service (12b-1) fees

     None

Other expenses

     0.16

Acquired fund fees and expenses

     0.02
  

 

 

 

Total annual operating expenses(a)

     0.73

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.


Table of Contents

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

 

1 year

   $ 75  

3 years

   $ 233  

5 years

   $ 406  

10 years

   $ 906  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 18% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 60% of assets in stocks, 35% of assets in bonds, and 5% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (40%-90%), bond class (10%-60%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.


Table of Contents
    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit www.fidelity.com for more recent performance information.

Year-by-Year Returns

 

LOGO

 

During the periods shown in the chart:

     Returns     Quarter ended

Highest Quarter Return

     16.85     June 30, 2009

Lowest Quarter Return

     (15.59 )%      December 31, 2008

Year-to-Date Return

     12.24     September 30, 2017


Table of Contents

Average Annual Returns

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan).

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Fidelity Asset Manager® 60%

      

Return Before Taxes

     6.76     8.15     4.35

Return After Taxes on Distributions

     6.21     6.95     3.44

Return After Taxes on Distributions and Sale of Fund Shares

     3.99     6.13     3.17

S&P 500® Index (reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     6.24

Fidelity Asset Manager 60% Composite IndexSM (reflects no deduction for fees or expenses)

     7.21     8.27     4.55

 

(a) From October 9, 2007

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.

Purchase and Sale of Shares

You may buy or sell shares through a Fidelity® brokerage or mutual fund account, through a retirement account, or through an investment professional. You may buy or sell shares in various ways:

Internet

www.fidelity.com

Phone

Fidelity Automated Service Telephone (FAST®) 1-800-544-5555

To reach a Fidelity representative 1-800-544-6666


Table of Contents

Mail

 

Additional purchases:    Redemptions:
Fidelity Investments    Fidelity Investments
P.O. Box 770001    P.O. Box 770001
Cincinnati, OH 45277-0003    Cincinnati, OH 45277-0035

TDD- Service for the Deaf and Hearing Impaired

1-800-544-0118

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after your investment is received in proper form.

The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

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

 

Initial Purchase Minimum

   $ 2,500  

For Fidelity® Simplified Employee Pension-IRA, Keogh, Investment Only Retirement accounts, and effective January 1, 2016, Health Savings Accounts recordkept by Fidelity

   $ 500  

Through regular investment plans in Fidelity® Traditional IRAs, Roth IRAs, and Rollover IRAs (requires monthly purchases of $200 until fund balance is $2,500)

   $ 200  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 70%/Fidelity Asset Manager® 70%

Investment Objective

The fund seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.


Table of Contents

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

 

Shareholder fees   

(fees paid directly from your investment)

     None
Annual Operating Expenses   
(expenses that you pay each year as a % of the value of your investment)   

Management fee

     0.55

Distribution and/or Service (12b-1) fees

     None

Other expenses

     0.16

Acquired fund fees and expenses

     0.02
  

 

 

 

Total annual operating expenses(a)

     0.73

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

 

1 year

   $ 75  

3 years

   $ 233  

5 years

   $ 406  

10 years

   $ 906  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 19% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 70% of assets in stocks, 25% of assets in bonds, and 5% of assets in short-term and money market instruments.


Table of Contents
    Adjusting allocation among asset classes gradually within the following ranges: stock class (50%-100%), bond class (0%-50%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit www.fidelity.com for more recent performance information.


Table of Contents

Year-by-Year Returns

 

LOGO

 

During the periods shown in the chart:      Returns      Quarter ended
Highest Quarter Return      18.44%        June 30, 2009
Lowest Quarter Return      (18.82)%        December 31, 2008
Year-to-Date Return      13.87%        September 30, 2017

Average Annual Returns

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan).

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Past 10 years  

Fidelity Asset Manager® 70%

      

Return Before Taxes

     7.08     9.04     4.98

Return After Taxes on Distributions

     6.58     7.93     4.17

Return After Taxes on Distributions and Sale of Fund Shares

     4.20     6.94     3.76

S&P 500® Index (reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     6.95

Fidelity Asset Manager 70% Composite IndexSM (reflects no deduction for fees or expenses)

     7.95     9.27     5.17

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.


Table of Contents

Purchase and Sale of Shares

You may buy or sell shares through a Fidelity® brokerage or mutual fund account, through a retirement account, or through an investment professional. You may buy or sell shares in various ways:

Internet

www.fidelity.com

Phone

Fidelity Automated Service Telephone (FAST®) 1-800-544-5555

To reach a Fidelity representative 1-800-544-6666

Mail

 

Additional purchases:    Redemptions:
Fidelity Investments    Fidelity Investments
P.O. Box 770001    P.O. Box 770001
Cincinnati, OH 45277-0003    Cincinnati, OH 45277-0035

TDD- Service for the Deaf and Hearing Impaired

1-800-544-0118

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after your investment is received in proper form.

The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

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

 

Initial Purchase Minimum

   $ 2,500  

For Fidelity® Simplified Employee Pension-IRA, Keogh, Investment Only Retirement accounts, and effective January 1, 2016, Health Savings Accounts recordkept by Fidelity

   $ 500  

Through regular investment plans in Fidelity® Traditional IRAs, Roth IRAs, and Rollover IRAs (requires monthly purchases of $200 until fund balance is $2,500)

   $ 200  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).


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Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 85%/Fidelity Asset Manager® 85%

Investment Objective

The fund seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

 

Shareholder fees   

(fees paid directly from your investment)

     None
Annual Operating Expenses   
(expenses that you pay each year as a % of the value of your investment)   

Management fee

     0.55

Distribution and/or Service (12b-1) fees

     None

Other expenses

     0.18

Acquired fund fees and expenses

     0.02
  

 

 

 

Total annual operating expenses(a)

     0.75

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

 

1 year

   $ 77  

3 years

   $ 240  

5 years

   $ 417  

10 years

   $ 930  


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Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 23% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets between two main asset classes: the stock class (equity securities of all types) and the bond and short-term/money market class (fixed-income securities of all types and maturities, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds).

 

    Maintaining a neutral mix over time of 85% of assets in stocks and 15% of assets in bonds and short-term and money market instruments.

 

    Adjusting allocation between asset classes gradually within the following ranges: stock class (60%-100%) and bond and short-term/money market class (0%-40%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.


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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit www.fidelity.com for more recent performance information.

Year-by-Year Returns

 

LOGO

 

During the periods shown in the chart:

     Returns     Quarter ended

Highest Quarter Return

     20.85     June 30, 2009

Lowest Quarter Return

     (20.95 )%      December 31, 2008

Year-to-Date Return

     16.36     September 30, 2017

Average Annual Returns

After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan).

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Past 10 years  

Fidelity Asset Manager® 85%

   

Return Before Taxes

     7.38     10.41     5.14

Return After Taxes on Distributions

     7.01     9.23     4.40

Return After Taxes on Distributions and Sale of Fund Shares

     4.42     8.06     3.96

S&P 500® Index (reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     6.95

Fidelity Asset Manager 85% Composite IndexSM (reflects no deduction for fees or expenses)

     9.22     10.92     5.42


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Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.

Purchase and Sale of Shares

You may buy or sell shares through a Fidelity® brokerage or mutual fund account, through a retirement account, or through an investment professional. You may buy or sell shares in various ways:

Internet

www.fidelity.com

Phone

Fidelity Automated Service Telephone (FAST®) 1-800-544-5555

To reach a Fidelity representative 1-800-544-6666

Mail

 

Additional purchases:    Redemptions:
Fidelity Investments    Fidelity Investments
P.O. Box 770001    P.O. Box 770001
Cincinnati, OH 45277-0003    Cincinnati, OH 45277-0035

TDD- Service for the Deaf and Hearing Impaired

1-800-544-0118

The price to buy one share is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after your investment is received in proper form.


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The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.

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

 

Initial Purchase Minimum

   $ 2,500  

For Fidelity® Simplified Employee Pension-IRA, Keogh, Investment Only Retirement accounts, and effective January 1, 2016, Health Savings Accounts recordkept by Fidelity

   $ 500  

Through regular investment plans in Fidelity® Traditional IRAs, Roth IRAs, and Rollover IRAs (requires monthly purchases of $200 until fund balance is $2,500)

   $ 200  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Basics

Investment Details

Investment Objective

Fidelity Asset Manager® 20% seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments. The fund also considers the potential for capital appreciation (may be changed without shareholder vote).

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 20% stock class, 50% bond class; and 30% short-term/money market class.


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The Adviser may overweight or underweight each asset class within the following ranges:

 

 

Neutral Mix

LOGO  

Stocks (can range from 10-30%)

     20
LOGO  

Bonds (can range from 40-60%)

     50
LOGO  

Short-Term/Money Market (can range from 10-50%)

     30

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    14% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    6% MSCI ACWI ex USA Index (foreign stocks)

 

    50% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    30% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.


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Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 30% seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments. The fund also considers the potential for capital appreciation (may be changed without shareholder vote).

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 30% stock class, 50% bond class; and 20% short-term/money market class.


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The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 20-40%)

     30
LOGO  

Bonds (can range from 40-60%)

     50
LOGO  

Short-Term/Money Market (can range from 0-50%)

     20

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    21% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    9% MSCI ACWI ex USA Index (foreign stocks)

 

    50% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    20% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.


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The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 40% seeks current income as well as total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments. The fund also considers the potential for capital appreciation (may be changed without shareholder vote).


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Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 40% stock class, 45% bond class; and 15% short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 20-60%)

     40
LOGO  

Bonds (can range from 30-60%)

     45
LOGO  

Short-Term/Money Market (can range from 0-50%)

     15

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    28% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    12% MSCI ACWI ex USA Index (foreign stocks)

 

    45% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    15% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.


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Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.


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If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 50% seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 50% stock class, 40% bond class; and 10% short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 30-70%)

     50
LOGO  

Bonds (can range from 20-60%)

     40
LOGO  

Short-Term/Money Market (can range from 0-50%)

     10

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    35% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    15% MSCI ACWI ex USA Index (foreign stocks)

 

    40% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    10% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.


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The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.


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In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 60% seeks high total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 60% stock class, 35% bond class; and 5% short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 40-90%)

     60
LOGO  

Bonds (can range from 10-60%)

     35
LOGO  

Short-Term/Money Market (can range from 0-50%)

     5

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    42% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    18% MSCI ACWI ex USA Index (foreign stocks)

 

    35% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    5% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index


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The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).


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Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 70% seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 70% stock class, 25% bond class; and 5% short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 50-100%)

     70
LOGO  

Bonds (can range from 0-50%)

     25
LOGO  

Short-Term/Money Market (can range from 0-50%)

     5


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In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    49% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    21% MSCI ACWI ex USA Index (foreign stocks)

 

    25% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    5% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).


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Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 85% seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Principal Investment Strategies

The fund organizes its investments into two main asset classes: the stock class and the bond and short-term/money market class. The fund’s neutral mix is 85% stock class and 15% bond and short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 60-100%)

     85
LOGO  

Bonds and Short-Term/Money Market (can range from 0-40%)

     15


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In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    60% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    25% MSCI ACWI ex USA Index (foreign stocks)

 

    15% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds and short term/money market instruments)

The Adviser allocates the fund’s assets between the two asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into either of the two asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.


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Bond and Short-Term/Money Market Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities). The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold at a discount from their face values. Debt securities include corporate bonds, government securities (including Treasury securities), repurchase agreements, money market securities, mortgage and other asset-backed securities, loans and loan participations, and other securities believed to have debt-like characteristics, including hybrids and synthetic securities.

Money market securities are high-quality, short-term securities that pay a fixed, variable, or floating interest rate. Securities are often specifically structured so that they are eligible investments for a money market fund. For example, in order to satisfy the maturity restrictions for a money market fund, some money market securities have demand or put features, which have the effect of shortening the security’s maturity. Money market securities include bank certificates of deposit, bankers’ acceptances, bank time deposits, notes, commercial paper, and U.S. Government securities. Certain issuers of U.S. Government securities, including Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury.

Derivatives are investments whose values are tied to an underlying asset, instrument, currency, or index. Derivatives include futures, options, forwards, and swaps, such as interest rate swaps (exchanging a floating rate for a fixed rate), total return swaps (exchanging a floating rate for the total return of an index, security, or other instrument or investment) and credit default swaps (buying or selling credit default protection).


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Forward-settling securities involve a commitment to purchase or sell specific securities when issued, or at a predetermined price or yield. When a fund does not already own or have the right to obtain securities equivalent in kind and amount, a commitment to sell securities is equivalent to a short sale. Payment and delivery take place after the customary settlement period.

Central funds are special types of investment vehicles created by Fidelity for use by Fidelity® funds and other advisory clients. Central funds incur certain costs related to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the portions of the fund’s assets invested in the central funds will be based upon the investment results of those funds.

Principal Investment Risks

Many factors affect each fund’s performance. A fund’s share price and yield change daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. A fund’s reaction to these developments will be affected by the types and maturities of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund’s level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money by investing in a fund.

The following factors can significantly affect a fund’s performance:

Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations, especially in foreign markets, can be dramatic over the short as well as long term, and different parts of the market, including different market sectors, and different types of equity securities can react differently to these developments. For example, stocks of companies in one sector can react differently from those in another, large cap stocks can react differently from small cap stocks, and “growth” stocks can react differently from “value” stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Interest Rate Changes. Debt securities, including money market securities, have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and certain types of securities, such as mortgage securities and the securities of issuers in the financial services sector, can be more sensitive to interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security’s price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates. Securities with floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest rates in general. Securities whose payment at maturity is based on the movement of all or part of an index and inflation-protected debt securities may react differently from other types of debt securities.

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign exchange rates; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.


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

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

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

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s credit quality or value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Entities providing credit support or a maturity-shortening structure also can be affected by these types of changes, and if the structure of a security fails to function as intended, the security could decline in value. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities tend to be particularly sensitive to these changes.

Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates in response to company, political, or economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic difficulty.

Leverage Risk. Derivatives, forward-settling securities, and short sale transactions involve leverage because they can provide investment exposure in an amount exceeding the initial investment. Leverage can magnify investment risks and cause losses to be realized more quickly. A small change in the underlying asset, instrument, or index can lead to a significant loss. Assets segregated to cover these transactions may decline in value and are not available to meet redemptions. Forward-settling securities and short sale transactions also involve the risk that a security will not be issued, delivered, available for purchase, or paid for when anticipated. An increase in the market price of securities sold short will result in a loss. Government legislation or regulation could affect the use of these transactions and could limit a fund’s ability to pursue its investment strategies.

Commodity-Linked Investing. The performance of commodities, commodity-linked swaps, futures, notes, and other commodity-related investments may depend on the performance of individual commodities and the overall commodities markets and on other factors that affect the value of commodities, including weather, political, tax, and other regulatory and market developments. Commodity-linked instruments may be leveraged. For example, the price of a three-times leveraged commodity-linked note may change by a magnitude of three for every percentage change (positive or negative) in the value of the underlying index. Commodity-linked investments may be hybrid instruments that can have substantial risk of loss with respect to both principal and interest. Commodity-linked investments may be more volatile and less liquid than the underlying commodity, instruments, or measures, and may be subject to the credit risks associated with the issuer or counterparty. As a result, returns of commodity-linked investments may deviate significantly from the return of the underlying commodity, instruments, or measures. In addition, the regulatory and tax environment for commodity linked derivative instruments is evolving, and changes in the regulation or taxation of such investments may have a material adverse impact on the fund.


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

Fundamental Investment Policies

The following is fundamental, that is, subject to change only by shareholder approval:

Fidelity Asset Manager® 20% seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments.

Fidelity Asset Manager® 30% seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments.

Fidelity Asset Manager® 40% seeks current income as well as total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

Fidelity Asset Manager® 50% seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

Fidelity Asset Manager® 60% seeks high total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Fidelity Asset Manager® 70% seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Fidelity Asset Manager® 85% seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Valuing Shares

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

The net asset value per share (NAV) is the value of a single share. Fidelity normally calculates NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. Each fund’s assets normally are valued as of this time for the purpose of computing NAV. Fidelity calculates NAV separately for each class of shares of a multiple class fund.

NAV is not calculated and a fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the Securities and Exchange Commission (SEC).

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

NAV is calculated using the values of the underlying central funds in which a fund invests. Shares of underlying central funds are valued at their respective NAVs. Other assets are valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not readily available or, in the Adviser’s


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opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. For example, if, in the Adviser’s opinion, a security’s value has been materially affected by events occurring before a fund’s pricing time but after the close of the exchange or market on which the security is principally traded, then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. Fair value pricing will be used for high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value.

Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of NAV by short-term traders.

Policies regarding excessive trading may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold.

Shareholder Information

Additional Information about the Purchase and Sale of Shares

As used in this prospectus, the term “shares” generally refers to the shares offered through this prospectus.

General Information

Information on Fidelity

Fidelity Investments was established in 1946 to manage one of America’s first mutual funds. Today, Fidelity is one of the world’s largest providers of financial services.

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

Ways to Invest

Subject to the purchase and sale requirements stated in this prospectus, you may buy or sell shares through a Fidelity® brokerage account or a Fidelity® mutual fund account. If you buy or sell shares (other than by exchange) through a Fidelity® brokerage account, your transactions generally involve your Fidelity® brokerage core (a settlement vehicle included as part of your Fidelity® brokerage account).

If you do not currently have a Fidelity® brokerage account or a Fidelity® mutual fund account and would like to invest in a fund, you may need to complete an application. For more information about a Fidelity® brokerage account or a Fidelity® mutual fund account, please visit Fidelity’s web site at www.fidelity.com, call 1-800-FIDELITY, or visit a Fidelity Investor Center (call 1-800-544-9797 for the center nearest you).


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You may also buy or sell shares through a retirement account (such as an IRA or an account funded through salary deduction) or an investment professional. Retirement specialists are available at 1-800-544-4774 to answer your questions about Fidelity® retirement products. If you buy or sell shares through a retirement account or an investment professional, the procedures for buying, selling, and exchanging shares and the account features, policies, and fees may differ from those discussed in this prospectus. Fees in addition to those discussed in this prospectus may apply. For example, you may be charged a transaction fee if you buy or sell shares through a non-Fidelity broker or other investment professional.

Information on Placing Orders

You should include the following information with any order:

 

    Your name

 

    Your account number

 

    Type of transaction requested

 

    Name(s) of fund(s) and class(es)

 

    Dollar amount or number of shares

Certain methods of contacting Fidelity may be unavailable or delayed (for example, during periods of unusual market activity). In addition, the level and type of service available may be restricted.

Frequent Purchases and Redemptions

A fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.

Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to a fund (such as brokerage commissions or spreads paid to dealers who sell money market instruments), disrupting portfolio management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund’s NAV.

Each fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive trading than those stated in this prospectus.

Excessive Trading Policy

The Board of Trustees has adopted policies designed to discourage excessive trading of fund shares. Excessive trading activity in a fund is measured by the number of roundtrip transactions in a shareholder’s account and each class of a multiple class fund is treated separately. A roundtrip transaction occurs when a shareholder sells fund shares (including exchanges) within 30 days of the purchase date.

Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity® funds within any rolling 12-month period will be blocked for at least 85 days from additional purchases or exchange purchases across all Fidelity® funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block. Repeat offenders may be subject to long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder’s control at any time. In addition to enforcing these roundtrip limitations, the fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in the Adviser’s opinion, may be disruptive to the management of the fund or otherwise not be in the fund’s interests.


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Exceptions

The following transactions are exempt from the fund’s excessive trading policy described above: (i) transactions of $1,000 or less, (ii) systematic withdrawal and/or contribution programs, (iii) mandatory retirement distributions, and (iv) transactions initiated by a plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition, the fund’s excessive trading policy does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund of fund(s), or other strategy funds. A qualified fund of fund(s) is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the fund’s excessive trading policies to shareholders at the fund of fund(s) level, or demonstrates that the fund of fund(s) has an investment strategy coupled with policies designed to control frequent trading that are reasonably likely to be effective as determined by the fund’s Treasurer.

Omnibus Accounts

Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares among retirement plans and financial intermediaries such as brokers, advisers, and third-party administrators. Individual trades in omnibus accounts are often not disclosed to the fund, making it difficult to determine whether a particular shareholder is engaging in excessive trading. Excessive trading in omnibus accounts is likely to go undetected by the fund and may increase costs to the fund and disrupt its portfolio management.

Under policies adopted by the Board of Trustees, intermediaries will be permitted to apply the fund’s excessive trading policy (described above), or their own excessive trading policy if approved by the Adviser. In these cases, the fund will typically not request or receive individual account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund’s policies. Reliance on intermediaries increases the risk that excessive trading may go undetected. For other intermediaries, the fund will generally monitor trading activity at the omnibus account level to attempt to identify disruptive trades. The fund may request transaction information, as frequently as daily, from any intermediary at any time, and may apply the fund’s policy to transactions that exceed thresholds established by the Board of Trustees. The fund may prohibit purchases of fund shares by an intermediary or by some or all of any intermediary’s clients. There is no assurance that the Adviser will request data with sufficient frequency to detect or deter excessive trading in omnibus accounts effectively.

If you purchase or sell fund shares through a financial intermediary, you may wish to contact the intermediary to determine the policies applicable to your account.

Retirement Plans

For employer-sponsored retirement plans, only participant directed exchanges count toward the roundtrip limits. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund.

Qualified Wrap Programs

The fund will monitor aggregate trading activity of adviser transactions to attempt to identify excessive trading in qualified wrap programs, as defined below. Excessive trading by an adviser will lead to fund blocks and the wrap program will lose its qualified status. Transactions of an adviser will not be matched with client-directed transactions unless the wrap program ceases to be a qualified wrap program (but all client-directed transactions will be subject to the fund’s excessive trading policy).

A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give the Adviser sufficient information to permit the Adviser to identify the individual accounts in the wrap program.


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Other Information about the Excessive Trading Policy

The fund’s Treasurer is authorized to suspend the fund’s policies during periods of severe market turbulence or national emergency. The fund reserves the right to modify its policies at any time without prior notice.

The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except to the extent permitted by the policies described above.

As described in “Valuing Shares,” the fund also uses fair value pricing to help reduce arbitrage opportunities available to short-term traders. There is no assurance that the fund’s excessive trading policy will be effective, or will successfully detect or deter excessive or disruptive trading.

Buying Shares

Eligibility

Shares are generally available only to investors residing in the United States.

Minimum Waivers

There is no minimum balance or purchase minimum for investments through Portfolio Advisory Services, a mutual fund, a qualified tuition program or an ABLE program for which Fidelity serves as investment manager, a health savings account for which Fidelity serves as recordkeeper, certain Fidelity® retirement accounts funded through salary deduction, or fund positions opened with the proceeds of distributions from such retirement accounts or from a Fidelity® systematic withdrawal service. In addition, each fund may waive or lower purchase minimums in other circumstances.

Price to Buy

The price to buy one share is its NAV. Shares are sold without a sales charge.

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

Each fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order is received by the authorized intermediary. Orders by funds of funds for which Fidelity serves as investment manager will be treated as received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.

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

If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees a fund or Fidelity has incurred.

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


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Under applicable anti-money laundering rules and other regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

Selling Shares

The price to sell one share is its NAV.

Shares will be sold at the NAV next calculated after an order is received in proper form. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect a fund.

Each fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received by the authorized intermediary. Orders by funds of funds for which Fidelity serves as investment manager will be treated as received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.

See “Policies Concerning the Redemption of Fund Shares” below for additional redemption information.

A signature guarantee is designed to protect you and Fidelity from fraud. If you hold your shares in a Fidelity® mutual fund account and submit your request to Fidelity by mail, Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

 

    When you wish to sell more than $100,000 worth of shares.

 

    When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an address different than the record address.

 

    When you are requesting that redemption proceeds be paid to someone other than the account owner.

 

    In certain situations when the redemption proceeds are being transferred to a Fidelity® mutual fund account with a different registration.

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

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

 

    If you are selling some but not all of your shares, keep your fund balance above the required minimum to keep your fund position open, except fund positions not subject to balance minimums.

 

    Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected.

 

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

 

    Redemption proceeds may be paid in securities or other property rather than in cash if the Adviser determines it is in the best interests of a fund.

 

    You will not receive interest on amounts represented by uncashed redemption checks.

 

    If you hold your shares in a Fidelity® mutual fund account and your redemption check remains uncashed for six months, the check may be invested in additional shares at the NAV next calculated on the day of the investment.

 

    Under applicable anti-money laundering rules and other regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.


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Policies Concerning the Redemption of Fund Shares

If your account is held directly with a fund, the length of time that a fund typically expects to pay redemption proceeds depends on the method you have elected to receive such proceeds. A fund typically expects to make payment of redemption proceeds by wire, automated clearing house (ACH) or by issuing a check by the next business day following receipt of a redemption order in proper form. Proceeds from the periodic and automatic sale of shares of a Fidelity® money market fund that are used to buy shares of another Fidelity® fund are settled simultaneously.

If your account is held through an intermediary, the length of time that a fund typically expects to pay redemption proceeds depends, in part, on the terms of the agreement in place between the intermediary and a fund. For redemption proceeds that are paid either directly to you from a fund or to your intermediary for transmittal to you, a fund typically expects to make payments by wire, by ACH or by issuing a check on the next business day following receipt of a redemption order in proper form from the intermediary by a fund. Redemption orders that are processed through investment professionals that utilize the National Securities Clearing Corporation will generally settle one to three business days following receipt of a redemption order in proper form.

As noted elsewhere, payment of redemption proceeds may take longer than the time a fund typically expects and may take up to seven days from the date of receipt of the redemption order as permitted by applicable law.

Redemption Methods Available. Generally a fund expects to pay redemption proceeds in cash. To do so, a fund typically expects to satisfy redemption requests either by using available cash (or cash equivalents) or by selling portfolio securities. On a less regular basis, a fund may also satisfy redemption requests by utilizing one or more of the following sources, if permitted: borrowing from another Fidelity® fund; drawing on an available line or lines of credit from a bank or banks; or using reverse repurchase agreements. These methods may be used during both normal and stressed market conditions.

In addition to paying redemption proceeds in cash, a fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash (redemption in-kind). Redemption in-kind proceeds will typically be made by delivering the selected securities to the redeeming shareholder within seven days after the receipt of the redemption order in proper form by a fund.

Exchanging Shares

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

As a shareholder, you have the privilege of exchanging shares for shares of other Fidelity® funds.

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

 

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

 

    Each fund may refuse any exchange purchase for any reason. For example, each fund may refuse exchange purchases by any person or group if, in the Adviser’s judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.

 

    Before any exchange, read the prospectus for the shares you are purchasing, including any purchase and sale requirements.

 

    The shares you are acquiring by exchange must be available for sale in your state.

 

    Exchanges may have tax consequences for you.


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    If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may be additional requirements.

 

    Under applicable anti-money laundering rules and other regulations, exchange requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

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

Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged. Check each fund’s prospectus for details.

Features and Policies

Features

The following features may be available to buy and sell shares of a fund or to move money to and from your account, depending on whether you are investing through a Fidelity® brokerage account or a Fidelity® mutual fund account. Please visit Fidelity’s web site at www.fidelity.com or call 1-800-544-6666 for more information.

Electronic Funds Transfer: electronic money movement through the Automated Clearing House

 

    To transfer money between a bank account and a Fidelity® brokerage account or Fidelity® mutual fund account.

 

    You can use electronic funds transfer to:

 

    Make periodic (automatic) purchases of Fidelity® fund shares or payments to your Fidelity® brokerage account.

 

    Make periodic (automatic) redemptions of Fidelity® fund shares or withdrawals from your Fidelity® brokerage account.

Wire: electronic money movement through the Federal Reserve wire system

 

    To transfer money between a bank account and a Fidelity® brokerage account or Fidelity® mutual fund account.

Automatic Transactions: periodic (automatic) transactions

 

    To directly deposit all or a portion of your compensation from your employer (or the U.S. Government, in the case of Social Security) into a Fidelity® brokerage account or Fidelity® mutual fund account.

 

    To make contributions from a Fidelity® mutual fund account to a Fidelity® mutual fund IRA.

 

    To sell shares of a Fidelity® money market fund and simultaneously to buy shares of another Fidelity® fund in a Fidelity® mutual fund account.

Policies

The following policies apply to you as a shareholder.

Statements that Fidelity sends to you, if applicable, include the following:

 

    Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the fund or another fund and certain transactions through automatic investment or withdrawal programs).


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

Current regulations allow Fidelity to send a single copy of shareholder documents for Fidelity® funds, such as prospectuses, annual and semiannual reports, and proxy materials, to certain mutual fund customers whom we believe are members of the same family who share the same address. For certain types of accounts, we will not send multiple copies of these documents to you and members of your family who share the same address. Instead, we will send only a single copy of these documents. This will continue for as long as you are a shareholder, unless you notify us otherwise. If at any time you choose to receive individual copies of any documents, please call 1-800-544-8544. We will begin sending individual copies to you within 30 days of receiving your call.

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

You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions.

You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations. In addition, each fund reserves the right to involuntarily redeem an account in the case of: (i) actual or suspected threatening conduct or actual or suspected fraudulent, illegal or suspicious activity by the account owner or any other individual associated with the account; or (ii) the failure of the account owner to provide information to the funds related to opening the accounts. Your shares will be sold at the NAV, minus any applicable shareholder fees, calculated on the day Fidelity closes your fund position.

Fidelity may deduct a small balance maintenance fee of $12.00 from a fund balance with a value of less than $2,000 in shares. It is expected that fund balances will be valued after November 1 but prior to December 31 of each calendar year. Fund positions opened after September 30 will not be subject to the fee for that calendar year. The fee, which is payable to Fidelity, is designed to offset in part the relatively higher costs of servicing smaller fund positions. This fee will not be deducted from fund positions opened after January 1 of that calendar year if those positions use certain regular investment plans.

If your fund balance falls below $2,000 worth of shares ($500 for fund balances in Fidelity® Simplified Employee Pension-IRA, Keogh, and Investment Only Retirement accounts) for any reason, including solely due to declines in NAV, and you do not increase your balance, Fidelity may sell all of your shares and send the proceeds to you after providing you with at least 30 days’ notice to reestablish the minimum balance. Your shares will be sold at the NAV, minus any applicable shareholder fees, on the day Fidelity closes your fund position. Certain fund positions are not subject to these balance requirements and will not be closed for failure to maintain a minimum balance.

Fidelity may charge a fee for certain services, such as providing historical account documents.

Dividends and Capital Gain Distributions

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


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Each of Fidelity Asset Manager® 40% and Fidelity Asset Manager® 50% normally pays dividends in April, July, October, and December and capital gain distributions in December. Each of Fidelity Asset Manager® 60%, Fidelity Asset Manager® 70%, and Fidelity Asset Manager® 85% normally pays dividends and capital gain distributions in December.

Each of Fidelity Asset Manager® 20% and Fidelity Asset Manager® 30% normally pays dividends monthly (except January) and capital gain distributions in December.

Distribution Options

When you open an account, specify on your application how you want to receive your distributions. The following distribution options are available:

1. Reinvestment Option. Any dividends and capital gain distributions will be automatically reinvested in additional shares. If you do not indicate a choice on your application, you will be assigned this option.

2. Income-Earned Option. Any capital gain distributions will be automatically reinvested in additional shares. Any dividends will be paid in cash.

3. Cash Option. Any dividends and capital gain distributions will be paid in cash.

4. Directed Dividends® Option. Any dividends will be automatically invested in shares of another identically registered Fidelity® fund. Any capital gain distributions will be automatically invested in shares of another identically registered Fidelity® fund, automatically reinvested in additional shares of the fund, or paid in cash.

Not all distribution options may be available for every account and certain restrictions may apply. If the distribution option you prefer is not listed on your account application, or if you want to change your current distribution option, visit Fidelity’s web site at www.fidelity.com or call 1-800-544-6666 for more information.

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

If your dividend check(s) remains uncashed for six months, your check(s) may be invested in additional shares at the NAV next calculated on the day of the investment.

Tax Consequences

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

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

For federal tax purposes, certain of each fund’s distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of each fund’s distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met). Because each bond fund’s income is primarily derived from interest, dividends from each bond fund generally will not qualify for the long-term capital gains tax rates available to individuals.


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

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

Taxes on Transactions

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

Fund Services

Fund Management

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

Adviser

Fidelity Management & Research Company (FMR). The Adviser is each fund’s manager. The address of the Adviser is 245 Summer Street, Boston, Massachusetts 02210.

As of December 31, 2016, the Adviser had approximately $219.0 billion in discretionary assets under management, and approximately $2.13 trillion when combined with all of its affiliates’ assets under management.

As the manager, the Adviser has overall responsibility for directing each fund’s investments and handling its business affairs.

Sub-Adviser(s)

Fidelity Investments Money Management, Inc. (FIMM), at 245 Summer Street, Boston, Massachusetts 02210, serves as a sub-adviser for the funds. FIMM has day-to-day responsibility for choosing certain types of investments for the funds.

FIMM is an affiliate of the Adviser. As of December 31, 2016, FIMM had approximately $689.2 billion in discretionary assets under management.

FMR Co., Inc. (FMRC), at 245 Summer Street, Boston, Massachusetts 02210, serves as a sub-adviser for each fund. FMRC has day-to-day responsibility for choosing certain types of investments for each fund.

FMRC is an affiliate of the Adviser. As of December 31, 2016, FMRC had approximately $919.5 billion in discretionary assets under management.

FMR Investment Management (UK) Limited (FMR UK), at 1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom, serves as a sub-adviser for each fund. As of December 31, 2016, FMR UK had approximately $16.9 billion in discretionary assets under management. FMR UK may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR UK is an affiliate of the Adviser.


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Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for each fund. As of December 31, 2016, FMR H.K. had approximately $12.3 billion in discretionary assets under management. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR H.K. is an affiliate of the Adviser.

Fidelity Management & Research (Japan) Limited (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, serves as a sub-adviser for each fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR Japan is an affiliate of the Adviser.

Portfolio Manager(s)

Geoff Stein is portfolio manager of the funds, which he has managed since June 2009. He also manages other funds. Since joining Fidelity Investments in 1994, Mr. Stein has worked as director of the Portfolio Analysis Group, director of Portfolio Strategy for Strategic Advisers, Inc., and as a portfolio manager.

The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and any fund shares held by the portfolio manager.

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

Advisory Fee(s)

Each fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund’s average net assets throughout the month.

The group fee rate is based on the average net assets of all the mutual funds advised by FMR. For this purpose, the average net assets of any mutual funds previously advised by FMR that currently are advised by Fidelity SelectCo, LLC are included. This rate cannot rise above 0.52% for Fidelity Asset Manager® 50%, Fidelity Asset Manager® 60%, Fidelity Asset Manager® 70%, and Fidelity Asset Manager® 85% or 0.37% for Fidelity Asset Manager® 20%, Fidelity Asset Manager® 30%, and Fidelity Asset Manager® 40%, and it drops as total assets under management increase.

For September 2017, the group fee rate was 0.11% for Fidelity Asset Manager® 20%, Fidelity Asset Manager® 30%, and Fidelity Asset Manager® 40% and the group fee rate was 0.24% for Fidelity Asset Manager® 50%, Fidelity Asset Manager® 60%, Fidelity Asset Manager® 70%, and Fidelity Asset Manager® 85%. The individual fund fee rate is 0.25% for Fidelity Asset Manager® 50% and 0.30% for Fidelity Asset Manager® 20%, Fidelity Asset Manager® 30%, Fidelity Asset Manager® 40%, Fidelity Asset Manager® 60%, Fidelity Asset Manager® 70%, and Fidelity Asset Manager® 85%.


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The total management fee, as a percentage of a fund’s average net assets, for the fiscal year ended September 30, 2017, for each fund is shown in the following table. Because each fund’s management fee rate may fluctuate, a fund’s management fee may be higher or lower in the future.

 

Fidelity Asset Manager® 20%

     0.41

Fidelity Asset Manager® 30%

     0.41

Fidelity Asset Manager® 40%

     0.41

Fidelity Asset Manager® 50%

     0.50

Fidelity Asset Manager® 60%

     0.55

Fidelity Asset Manager® 70%

     0.55

Fidelity Asset Manager® 85%

     0.55

The Adviser pays FIMM, FMRC, FMR UK, FMR H.K., and FMR Japan for providing sub-advisory services.

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for each fund is available in each fund’s annual report for the fiscal period ended September 30, 2017.

From time to time, the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining the ability to be repaid if expenses fall below the specified limit prior to the end of the fiscal year.

Reimbursement or waiver arrangements can decrease expenses and boost performance.

The 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, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, 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.

 

Fidelity Asset Manager® 30%

  

Rate

     0.65

Fidelity Asset Manager® 40%

  

Rate

     0.65

Fidelity Asset Manager® 60%

  

Rate

     0.85

Fund Distribution

Each fund is composed of multiple classes of shares. All classes of a fund have a common investment objective and investment portfolio.

FDC distributes each fund’s shares.

Intermediaries may receive from the Adviser, FDC, and/or their affiliates compensation for providing recordkeeping and administrative services, as well as other retirement plan expenses, and compensation for services intended to result in the sale of fund shares. These payments are described in more detail in this section and in the SAI.

Distribution and Service Plan(s)

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


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

From time to time, FDC may offer special promotional programs to investors who purchase shares of Fidelity® funds. For example, FDC may offer merchandise, discounts, vouchers, or similar items to investors who purchase shares of certain Fidelity® funds during certain periods. To determine if you qualify for any such programs, contact Fidelity or visit our web site at www.fidelity.com.

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

Appendix

Financial Highlights

Financial Highlights are intended to help you understand the financial history of fund shares for the past 5 years (or, if shorter, the period of operations). Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in shares (assuming reinvestment of all dividends and distributions). The annual information has been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report, along with fund financial statements, is included in the annual report. Annual reports are available for free upon request.

Fidelity Asset Manager 20%

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 13.26     $ 12.94     $ 13.57     $ 13.44     $ 13.39  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .20       .23       .22       .20       .18  

Net realized and unrealized gain (loss)

     .37       .60       (.22     .43       .31  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .57       .83       –         .63       .49  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.20     (.24     (.21     (.20     (.18

Distributions from net realized gain

     (.07     (.27     (.42     (.30     (.27
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.26 )B     (.51     (.63     (.50     (.44 )C
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 13.57     $ 13.26     $ 12.94     $ 13.57     $ 13.44  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnD

     4.40     6.58     (.04 )%      4.80     3.79

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     .52     .52     .53     .53     .53

Expenses net of fee waivers, if any

     .52     .52     .53     .53     .53


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Expenses net of all reductions

     .52     .52     .52     .52     .52

Net investment income (loss)

     1.52     1.78     1.63     1.46     1.32

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 4,880,833     $ 4,802,797     $ 4,685,019     $ 4,923,702     $ 4,708,494  

Portfolio turnover rateG

     22     19     20     13     27

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.26 per share is comprised of distributions from net investment income of $.199 and distributions from net realized gain of $.065 per share.
C Total distributions of $.44 per share is comprised of distributions from net investment income of $.178 and distributions from net realized gain of $.266 per share.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 30%

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 10.63     $ 10.20     $ 10.71     $ 10.43     $ 10.15  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .17       .20       .19       .17       .15  

Net realized and unrealized gain (loss)

     .49       .59       (.22     .46       .44  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .66       .79       (.03     .63       .59  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.16     (.20     (.18     (.17     (.14

Distributions from net realized gain

     (.02     (.16     (.30     (.18     (.17
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.18     (.36     (.48     (.35     (.31
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.11     $ 10.63     $ 10.20     $ 10.71     $ 10.43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB

     6.32     7.94     (.38 )%      6.19     5.96

Ratios to Average Net AssetsC,D

          

Expenses before reductions

     .54     .54     .55     .55     .56

Expenses net of fee waivers, if any

     .54     .54     .55     .55     .56

Expenses net of all reductions

     .53     .53     .54     .55     .56

Net investment income (loss)

     1.55     1.90     1.76     1.59     1.46

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 1,139,197     $ 937,285     $ 820,206     $ 757,908     $ 560,306  

Portfolio turnover rateE

     24     24     22     13     20


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A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
D Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 40%

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 10.95     $ 10.39     $ 10.96     $ 10.66     $ 10.11  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .17       .19       .19       .17       .16  

Net realized and unrealized gain (loss)

     .73       .70       (.28     .59       .65  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .90       .89       (.09     .76       .81  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.16     (.20     (.17     (.18     (.13

Distributions from net realized gain

     (.02     (.13     (.31     (.28     (.13
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.18     (.33     (.48     (.46     (.26
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.67     $ 10.95     $ 10.39     $ 10.96     $ 10.66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB

     8.35     8.76     (.90 )%      7.29     8.21

Ratios to Average Net AssetsC,D

          

Expenses before reductions

     .54     .54     .55     .56     .57

Expenses net of fee waivers, if any

     .54     .54     .55     .56     .57

Expenses net of all reductions

     .53     .54     .54     .56     .56

Net investment income (loss)

     1.52     1.83     1.74     1.60     1.51

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 1,344,514     $ 1,084,411     $ 917,607     $ 769,619     $ 495,019  

Portfolio turnover rateE

     20     22     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
D Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


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Fidelity Asset Manager 50%

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.98     $ 16.39     $ 18.06     $ 17.84     $ 16.41  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .24       .28       .29       .28       .24  

Net realized and unrealized gain (loss)

     1.47       1.22       (.52     1.14       1.44  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.71       1.50       (.23     1.42       1.68  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.24     (.30     (.27     (.29     (.24

Distributions from net realized gain

     (.09     (.62     (1.17     (.91     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.32 )B     (.91 )C     (1.44     (1.20     (.25 )D
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 18.37     $ 16.98     $ 16.39     $ 18.06     $ 17.84  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnE

     10.26     9.56     (1.45 )%      8.33     10.38

Ratios to Average Net AssetsF,G

          

Expenses before reductions

     .65     .65     .66     .66     .68

Expenses net of fee waivers, if any

     .64     .65     .66     .66     .67

Expenses net of all reductions

     .64     .65     .65     .66     .66

Net investment income (loss)

     1.39     1.72     1.63     1.53     1.43

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 8,324,452     $ 7,566,062     $ 7,504,374     $ 7,956,041     $ 7,384,756  

Portfolio turnover rateH

     20     19     17     10     21

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.32 per share is comprised of distributions from net investment income of $.237 and distributions from net realized gain of $.087 per share.
C Total distributions of $.91 per share is comprised of distributions from net investment income of $.297 and distributions from net realized gain of $.616 per share.
D Total distributions of $.25 per share is comprised of distributions from net investment income of $.239 and distributions from net realized gain of $.015 per share.
E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


Table of Contents

Fidelity Asset Manager 60%

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 11.29     $ 10.66     $ 11.59     $ 11.22     $ 10.21  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .15       .17       .17       .16       .14  

Net realized and unrealized gain (loss)

     1.21       .90       (.39     .84       1.10  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.36       1.07       (.22     1.00       1.24  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.15     (.19     (.16     (.13     (.12

Distributions from net realized gain

     (.02     (.25     (.56     (.50     (.11
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.18 )B     (.44     (.71 )C     (.63     (.23
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 12.47     $ 11.29     $ 10.66     $ 11.59     $ 11.22  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnD

     12.19     10.31     (2.03 )%      9.26     12.45

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     .71     .71     .72     .72     .74

Expenses net of fee waivers, if any

     .71     .71     .72     .72     .74

Expenses net of all reductions

     .71     .71     .71     .72     .73

Net investment income (loss)

     1.30     1.61     1.51     1.39     1.34

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 1,821,025     $ 1,426,502     $ 1,275,181     $ 1,187,056     $ 850,361  

Portfolio turnover rateG

     18     21     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.18 per share is comprised of distributions from net investment income of $.153 and distributions from net realized gain of $.022 per share.
C Total distributions of $.71 per share is comprised of distributions from net investment income of $.155 and distributions from net realized gain of $.555 per share.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


Table of Contents

Fidelity Asset Manager 70%

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 19.84     $ 18.89     $ 21.30     $ 19.66     $ 17.38  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .25       .28       .28       .27       .24  

Net realized and unrealized gain (loss)

     2.54       1.71       (.80     1.67       2.32  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.79       1.99       (.52     1.94       2.56  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.26     (.31     (.28     (.23     (.25

Distributions from net realized gain

     (.04     (.73     (1.60     (.07     (.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.30     (1.04     (1.89 )B     (.30     (.28
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 22.33     $ 19.84     $ 18.89     $ 21.30     $ 19.66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC

     14.25     10.97     (2.69 )%      9.98     14.94

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     .71     .72     .72     .73     .75

Expenses net of fee waivers, if any

     .71     .71     .72     .73     .75

Expenses net of all reductions

     .70     .71     .71     .72     .73

Net investment income (loss)

     1.20     1.48     1.38     1.31     1.29

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 4,673,798     $ 3,996,905     $ 3,745,336     $ 3,729,256     $ 3,253,088  

Portfolio turnover rateF

     19     21     20     13     20

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $1.89 per share is comprised of distributions from net investment income of $.282 and distributions from net realized gain of $1.604 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


Table of Contents

Fidelity Asset Manager 85%

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.60     $ 15.56     $ 17.79     $ 16.52     $ 14.14  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .19       .19       .20       .21       .18  

Net realized and unrealized gain (loss)

     2.63       1.60       (.78     1.65       2.40  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.82       1.79       (.58     1.86       2.58  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.17     (.22     (.23     (.17     (.18

Distributions from net realized gain

     (.05     (.53     (1.43     (.42     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.22     (.75     (1.65 )B     (.59     (.20
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 19.20     $ 16.60     $ 15.56     $ 17.79     $ 16.52  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC

     17.20     11.92     (3.54 )%      11.54     18.52

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     .73     .74     .75     .74     .77

Expenses net of fee waivers, if any

     .73     .74     .75     .74     .77

Expenses net of all reductions

     .73     .74     .74     .74     .75

Net investment income (loss)

     1.05     1.21     1.16     1.21     1.19

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 1,832,601     $ 1,454,033     $ 1,350,006     $ 1,433,196     $ 1,100,838  

Portfolio turnover rateF

     23     22     29     14     22

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $1.65 per share is comprised of distributions from net investment income of $.225 and distributions from net realized gain of $1.427 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Additional Index Information

Fidelity Asset Manager 20% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 14%; Bloomberg Barclays U.S. Aggregate Bond Index - 50%; MSCI ACWI (All Country World Index) ex USA Index - 6%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 30%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 30% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 21%; Bloomberg Barclays U.S. Aggregate Bond Index - 50%; MSCI ACWI (All Country World Index) ex USA Index - 9%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 20%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 40% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 28%; Bloomberg Barclays U.S. Aggregate Bond Index - 45%; MSCI ACWI (All Country World Index) ex USA Index - 12%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 15%. The composition differed in periods prior to October 1, 2015.


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Fidelity Asset Manager 50% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 35%; Bloomberg Barclays U.S. Aggregate Bond Index - 40%; MSCI ACWI (All Country World Index) ex USA Index - 15%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 10%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 60% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 42%; Bloomberg Barclays U.S. Aggregate Bond Index - 35%; MSCI ACWI (All Country World Index) ex USA Index - 18%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 5%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 70% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 49%; Bloomberg Barclays U.S. Aggregate Bond Index - 25%; MSCI ACWI (All Country World Index) ex USA Index - 21%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 5%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 85% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 60%; Bloomberg Barclays U.S. Aggregate Bond Index - 15%; and MSCI ACWI (All Country World Index) ex USA Index - 25%. The composition differed in periods prior to October 1, 2015.

Bloomberg Barclays U.S. Aggregate Bond Index is a broad-based, market-value-weighted benchmark that measures the performance of the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market. Sectors in the index include Treasuries, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS, and CMBS.

S&P 500® Index is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.

IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver’s license.

For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity’s control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers’ licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.


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You can obtain additional information about the funds. A description of each fund’s policies and procedures for disclosing its holdings is available in the funds’ SAI and on Fidelity’s web sites. The SAI also includes more detailed information about each fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). Each fund’s annual and semi-annual reports also include additional information. Each fund’s annual report includes a discussion of the fund’s holdings and recent market conditions and the fund’s investment strategies that affected performance.

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

The SAI, the funds’ annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC’s web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the funds, including the funds’ SAI, at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC’s Public Reference Room.

Investment Company Act of 1940, File Number, 811-03221

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.

Fidelity Asset Manager, Fidelity Investments & Pyramid Design, Fidelity, FAST, and Directed Dividends are registered service marks of FMR LLC. © 2017 FMR LLC. All rights reserved.

Fidelity Asset Manager 20% Composite Index, Fidelity Asset Manager 30% Composite Index, Fidelity Asset Manager 40% Composite Index, Fidelity Asset Manager 50% Composite Index, Fidelity Asset Manager 60% Composite Index, Fidelity Asset Manager 70% Composite Index, and Fidelity Asset Manager 85% Composite Index are service marks of FMR LLC.

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

 

1.878275.109

   AR-PRO-1117

 


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Fidelity Advisor Asset Manager® Funds

Fidelity Asset Manager® 20%

Class/Ticker

Fidelity Advisor Asset Manager® 20%

A/FTAWX     M*/FTDWX    C/FTCWX    I/FTIWX

Fidelity Asset Manager® 30%

Class/Ticker

Fidelity Advisor Asset Manager® 30%

A/FTAAX     M*/FTTNX    C/FCANX    I/FTINX

Fidelity Asset Manager® 40%

Class/Ticker

Fidelity Advisor Asset Manager® 40%

A/FFNAX     M*/FFNTX    C/FFNCX    I/FFNIX

Fidelity Asset Manager® 50%

Class/Ticker

Fidelity Advisor Asset Manager® 50%

A/FFAMX     M*/FFTMX    C/FFCMX    I/FFIMX

Fidelity Asset Manager® 60%

Class/Ticker

Fidelity Advisor Asset Manager® 60%

A/FSAAX     M*/FSATX    C/FSCNX    I/FSNIX

Fidelity Asset Manager® 70%

Class/Ticker

Fidelity Advisor Asset Manager® 70%

A/FAASX     M*/FTASX    C/FCASX    I/FAAIX

Fidelity Asset Manager® 85%

Class/Ticker

Fidelity Advisor Asset Manager® 85%

A/FEYAX     M*/FEYTX    C/FEYCX    I/FEYIX

* This class name was formerly known as Class T.


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Prospectus

November 29, 2017

 

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

LOGO

  

245 Summer Street, Boston, MA 02210

Contents

 

  

Fund Summary

   Fidelity Asset Manager® 20%
  
   Fidelity Asset Manager® 30%
  
   Fidelity Asset Manager® 40%
  
   Fidelity Asset Manager® 50%
  
   Fidelity Asset Manager® 60%
  
   Fidelity Asset Manager® 70%


Table of Contents

 

  
   Fidelity Asset Manager® 85%
  

Fund Basics

   Investment Details
  
   Valuing Shares
  

Shareholder Information

   Additional Information about the Purchase and Sale of Shares
  
   Exchanging Shares
  
   Account Features and Policies
  
   Dividends and Capital Gain Distributions
  
   Tax Consequences
  

Fund Services

   Fund Management
  
   Fund Distribution
  

Appendix

   Financial Highlights
  
   Additional Index Information
  
   Sales Charge Waiver Policies Applied by Certain Intermediaries


Table of Contents

Fund Summary

Fund/Class:

Fidelity Asset Manager® 20%/Fidelity Advisor Asset Manager® 20% A, M, C, I

Investment Objective

The fund seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments. The fund also considers the potential for capital appreciation.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the fund or certain other Fidelity® funds. More information about these and other discounts is available from your investment professional and in the “Fund Distribution” section beginning on page 50 of the prospectus. Different intermediaries may provide additional waivers or reductions of the sales charge. Please see “Sales Charge Waiver Policies Applied by Certain Intermediaries” in the “Appendix” section of the prospectus.

Shareholder fees

(fees paid directly from your investment)

 

     Class A     Class M     Class C     Class I  

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     3.50     None     None

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None (a)      None (a)      1.00 %(b)     None

 

(a) Class A and Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A and Class M purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00% or 0.25%, respectively.

 

(b) On Class C shares redeemed less than one year after purchase.

Annual Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Class A     Class M     Class C     Class I  

Management fee

     0.41     0.41     0.41     0.41

Distribution and/or Service (12b-1) fees

     0.25     0.50     1.00     None

Other expenses

     0.18     0.19     0.18     0.15

Acquired fund fees and expenses

     0.01     0.01     0.01     0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses(a)

     0.85     1.11     1.60     0.57

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.


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Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated and if you hold your shares:

 

     Class A      Class M      Class C      Class I  
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
 

1 year

   $ 657      $ 657      $ 459      $ 459      $ 263      $ 163      $ 58      $ 58  

3 years

   $ 831      $ 831      $ 691      $ 691      $ 505      $ 505      $ 183      $ 183  

5 years

   $ 1,019      $ 1,019      $ 940      $ 940      $ 871      $ 871      $ 318      $ 318  

10 years

   $ 1,564      $ 1,564      $ 1,654      $ 1,654      $ 1,900      $ 1,900      $ 714      $ 714  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 22% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 20% of assets in stocks, 50% of assets in bonds, and 30% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (10%-30%), bond class (40%-60%), and short-term/money market class (10%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.


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    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a security can cause the price of a security to decrease. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit institutional.fidelity.com for more recent performance information.

Year-by-Year Returns

The returns in the bar chart do not reflect any applicable sales charges; if sales charges were reflected, returns would be lower than those shown.

 

LOGO


Table of Contents

During the periods shown in the chart for Class A:

     Returns     Quarter ended

Highest Quarter Return

     8.73     June 30, 2009

Lowest Quarter Return

     (7.79 )%      December 31, 2008

Year-to-Date Return

     5.12     September 30, 2017

Average Annual Returns

Unlike the returns in the bar chart, the returns in the table reflect the maximum applicable sales charges. After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax returns for Class A are shown in the table below and after-tax returns for other classes will vary. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Past 10 years  

Class A—Return Before Taxes

     (1.62 )%      2.54     2.99

Return After Taxes on Distributions

     (2.31 )%      1.50     1.94

Return After Taxes on Distributions and Sale of Fund Shares

     (0.82 )%      1.67     1.99

Class M—Return Before Taxes

     0.49     2.74     2.97

Class C—Return Before Taxes

     2.55     2.96     2.80

Class I—Return Before Taxes

     4.68     4.02     3.88

Bloomberg Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses, or taxes)

     2.65     2.23     4.34

Fidelity Asset Manager 20% Composite IndexSM
(reflects no deduction for fees or expenses)

     3.54     3.66     3.70

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.


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Purchase and Sale of Shares

You may buy or sell shares through a retirement account or through an investment professional. You may buy or sell shares in various ways:

Internet

institutional.fidelity.com

Phone

To reach a Fidelity representative 1-877-208-0098

Mail

 

Fidelity Investments

P.O. Box 770002

Cincinnati, OH 45277-0081

  

Overnight Express:

Fidelity Investments

100 Crosby Parkway

Covington, KY 41015

Class I eligibility requirements are listed in the “Additional Information about the Purchase and Sale of Shares” section of the prospectus.

The price to buy one share of Class A or Class M is its offering price, if you pay a front-end sales charge, or its net asset value per share (NAV), if you qualify for a front-end sales charge waiver. The price to buy one share of Class C or Class I is its NAV. Shares will be bought at the offering price or NAV, as applicable, next calculated after an order is received in proper form.

The price to sell one share of Class A, Class M, or Class C is its NAV, minus any applicable contingent deferred sales charge (CDSC). The price to sell one share of Class I is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form, minus any applicable CDSC.

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

 

Initial Purchase Minimum

   $ 2,500  

Fidelity Advisor® Traditional IRA, Roth IRA, Rollover IRA, and Simplified Employee Pension-IRA for which Fidelity Management Trust Company or an affiliate serves as custodian

   $ 500  

Through a regular investment plan established at the time the fund position is opened

   $ 100  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 30%/Fidelity Advisor Asset Manager® 30% A, M, C, I


Table of Contents

Investment Objective

The fund seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments. The fund also considers the potential for capital appreciation.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the fund or certain other Fidelity® funds. More information about these and other discounts is available from your investment professional and in the “Fund Distribution” section beginning on page 50 of the prospectus. Different intermediaries may provide additional waivers or reductions of the sales charge. Please see “Sales Charge Waiver Policies Applied by Certain Intermediaries” in the “Appendix” section of the prospectus.

Shareholder fees

(fees paid directly from your investment)

 

     Class A     Class M     Class C     Class I  

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     3.50     None     None

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None (a)      None (a)      1.00 %(b)     None

 

(a) Class A and Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A and Class M purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00% or 0.25%, respectively.
(b) On Class C shares redeemed less than one year after purchase.

Annual Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Class A     Class M     Class C     Class I  

Management fee

     0.41     0.41     0.41     0.41

Distribution and/or Service (12b-1) fees

     0.25     0.50     1.00     None

Other expenses

     0.19     0.20     0.20     0.21

Acquired fund fees and expenses

     0.01     0.01     0.01     0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses(a)

     0.86     1.12     1.62     0.63

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.


Table of Contents

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated and if you hold your shares:

 

     Class A      Class M      Class C      Class I  
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
 

1 year

   $ 658      $ 658      $ 460      $ 460      $ 265      $ 165      $ 64      $ 64  

3 years

   $ 834      $ 834      $ 694      $ 694      $ 511      $ 511      $ 202      $ 202  

5 years

   $ 1,024      $ 1,024      $ 945      $ 945      $ 881      $ 881      $ 351      $ 351  

10 years

   $ 1,575      $ 1,575      $ 1,665      $ 1,665      $ 1,922      $ 1,922      $ 786      $ 786  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 24% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 30% of assets in stocks, 50% of assets in bonds, and 20% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (20%-40%), bond class (40%-60%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.


Table of Contents
    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. A decline in the credit quality of an issuer or a provider of credit support or a maturity-shortening structure for a security can cause the price of a security to decrease. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit institutional.fidelity.com for more recent performance information.

Year-by-Year Returns

The returns in the bar chart do not reflect any applicable sales charges; if sales charges were reflected, returns would be lower than those shown.

 

During the periods shown in the chart for Class A:

     Returns     Quarter ended

Highest Quarter Return

     10.97     June 30, 2009

Lowest Quarter Return

     (10.67 )%      December 31, 2008

Year-to-Date Return

     7.00     September 30, 2017

Average Annual Returns

Unlike the returns in the bar chart, the returns in the table reflect the maximum applicable sales charges. After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax returns for Class A are shown in the table below and after-tax returns for other classes will vary. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Class A—Return Before Taxes

     (0.88 )%      3.72     2.97

Return After Taxes on Distributions

     (1.50 )%      2.78     2.01

Return After Taxes on Distributions and Sale of Fund Shares

     (0.42 )%      2.62     2.01

Class M—Return Before Taxes

     1.24     3.94     2.97


Table of Contents

Class C—Return Before Taxes

     3.45     4.16     2.85

Class I—Return Before Taxes

     5.46     5.20     3.89

Bloomberg Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses, or taxes)

     2.65     2.23     4.29

Fidelity Asset Manager 30% Composite IndexSM 
(reflects no deduction for fees or expenses)

     4.56     4.89     3.87

 

(a) From October 9, 2007

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.

Purchase and Sale of Shares

You may buy or sell shares through a retirement account or through an investment professional. You may buy or sell shares in various ways:

Internet

institutional.fidelity.com

Phone

To reach a Fidelity representative 1-877-208-0098

Mail

 

Fidelity Investments

P.O. Box 770002

Cincinnati, OH 45277-0081

  

Overnight Express:

Fidelity Investments

100 Crosby Parkway

Covington, KY 41015

Class I eligibility requirements are listed in the “Additional Information about the Purchase and Sale of Shares” section of the prospectus.

The price to buy one share of Class A or Class M is its offering price, if you pay a front-end sales charge, or its net asset value per share (NAV), if you qualify for a front-end sales charge waiver. The price to buy one share of Class C or Class I is its NAV. Shares will be bought at the offering price or NAV, as applicable, next calculated after an order is received in proper form.

The price to sell one share of Class A, Class M, or Class C is its NAV, minus any applicable contingent deferred sales charge (CDSC). The price to sell one share of Class I is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form, minus any applicable CDSC.


Table of Contents

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

 

Initial Purchase Minimum

   $ 2,500  

Fidelity Advisor® Traditional IRA, Roth IRA, Rollover IRA, and Simplified Employee Pension-IRA for which Fidelity Management Trust Company or an affiliate serves as custodian

   $ 500  

Through a regular investment plan established at the time the fund position is opened

   $ 100  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 40%/Fidelity Advisor Asset Manager® 40% A, M, C, I

Investment Objective

The fund seeks current income as well as total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments. The fund also considers the potential for capital appreciation.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the fund or certain other Fidelity® funds. More information about these and other discounts is available from your investment professional and in the “Fund Distribution” section beginning on page 50 of the prospectus. Different intermediaries may provide additional waivers or reductions of the sales charge. Please see “Sales Charge Waiver Policies Applied by Certain Intermediaries” in the “Appendix” section of the prospectus.


Table of Contents

Shareholder fees

(fees paid directly from your investment)

 

     Class A     Class M     Class C     Class I  

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     3.50     None     None

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None (a)      None (a)      1.00 %(b)     None

 

(a) Class A and Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A and Class M purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00% or 0.25%, respectively.
(b) On Class C shares redeemed less than one year after purchase.

Annual Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Class A     Class M     Class C     Class I  

Management fee

     0.41     0.41     0.41     0.41

Distribution and/or Service (12b-1) fees

     0.25     0.50     1.00     None

Other expenses

     0.18     0.21     0.20     0.15

Acquired fund fees and expenses

     0.02     0.02     0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses(a)

     0.86     1.14     1.63     0.58

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated and if you hold your shares:

 

     Class A      Class M      Class C      Class I  
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
 

1 year

   $ 658      $ 658      $ 462      $ 462      $ 266      $ 166      $ 59      $ 59  

3 years

   $ 834      $ 834      $ 700      $ 700      $ 514      $ 514      $ 186      $ 186  

5 years

   $ 1,024      $ 1,024      $ 956      $ 956      $ 887      $ 887      $ 324      $ 324  

10 years

   $ 1,575      $ 1,575      $ 1,688      $ 1,688      $ 1,933      $ 1,933      $ 726      $ 726  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 20% of the average value of its portfolio.


Table of Contents

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 40% of assets in stocks, 45% of assets in bonds, and 15% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (20%-60%), bond class (30%-60%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.


Table of Contents

Visit institutional.fidelity.com for more recent performance information.

Year-by-Year Returns

The returns in the bar chart do not reflect any applicable sales charges; if sales charges were reflected, returns would be lower than those shown.

 

LOGO

 

During the periods shown in the chart for Class A:

     Returns     Quarter ended

Highest Quarter Return

     12.78     June 30, 2009

Lowest Quarter Return

     (12.40 )%      December 31, 2008

Year-to-Date Return

     8.61     September 30, 2017

Average Annual Returns

Unlike the returns in the bar chart, the returns in the table reflect the maximum applicable sales charges. After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax returns for Class A are shown in the table below and after-tax returns for other classes will vary. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Class A—Return Before Taxes

     (0.30 )%      4.78     3.17

Return After Taxes on Distributions

     (0.87 )%      3.87     2.29

Return After Taxes on Distributions and Sale of Fund Shares

     (0.07 )%      3.48     2.21

Class M—Return Before Taxes

     1.78     5.00     3.16

Class C—Return Before Taxes

     3.89     5.21     3.04


Table of Contents

Class I—Return Before Taxes

     5.96     6.30     4.09

Bloomberg Barclays U.S. Aggregate Bond Index
(reflects no deduction for fees, expenses, or taxes)

     2.65     2.23     4.29

Fidelity Asset Manager 40% Composite IndexSM
(reflects no deduction for fees or expenses)

     5.45     6.02     4.13

 

(a) From October 9, 2007

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.

Purchase and Sale of Shares

You may buy or sell shares through a retirement account or through an investment professional. You may buy or sell shares in various ways:

Internet

institutional.fidelity.com

Phone

To reach a Fidelity representative 1-877-208-0098

Mail

 

   Overnight Express:
Fidelity Investments    Fidelity Investments
P.O. Box 770002    100 Crosby Parkway
Cincinnati, OH 45277-0081    Covington, KY 41015

Class I eligibility requirements are listed in the “Additional Information about the Purchase and Sale of Shares” section of the prospectus.

The price to buy one share of Class A or Class M is its offering price, if you pay a front-end sales charge, or its net asset value per share (NAV), if you qualify for a front-end sales charge waiver. The price to buy one share of Class C or Class I is its NAV. Shares will be bought at the offering price or NAV, as applicable, next calculated after an order is received in proper form.

The price to sell one share of Class A, Class M, or Class C is its NAV, minus any applicable contingent deferred sales charge (CDSC). The price to sell one share of Class I is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form, minus any applicable CDSC.


Table of Contents

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

 

Initial Purchase Minimum

   $ 2,500  
Fidelity Advisor® Traditional IRA, Roth IRA, Rollover IRA, and Simplified Employee Pension-IRA for which Fidelity Management Trust Company or an affiliate serves as custodian    $ 500  

Through a regular investment plan established at the time the fund position is opened

   $ 100  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 50%/Fidelity Advisor Asset Manager® 50% A, M, C, I

Investment Objective

The fund seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the fund or certain other Fidelity® funds. More information about these and other discounts is available from your investment professional and in the “Fund Distribution” section beginning on page 50 of the prospectus. Different intermediaries may provide additional waivers or reductions of the sales charge. Please see “Sales Charge Waiver Policies Applied by Certain Intermediaries” in the “Appendix” section of the prospectus.


Table of Contents

Shareholder fees

(fees paid directly from your investment)

 

     Class A     Class M     Class C     Class I  

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     3.50     None     None

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None (a)      None (a)      1.00 %(b)     None

 

(a) Class A and Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A and Class M purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00% or 0.25%, respectively.
(b)  On Class C shares redeemed less than one year after purchase.

Annual Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Class A     Class M     Class C     Class I  

Management fee

     0.50     0.50     0.50     0.50

Distribution and/or Service (12b-1) fees

     0.25     0.50     1.00     None

Other expenses

     0.21     0.21     0.22     0.18

Acquired fund fees and expenses

     0.02     0.02     0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses(a)

     0.98     1.23     1.74     0.70

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated and if you hold your shares:

 

     Class A      Class M      Class C      Class I  
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
 

1 year

   $ 669      $ 669      $ 471      $ 471      $ 277      $ 177      $ 72      $ 72  

3 years

   $ 869      $ 869      $ 727      $ 727      $ 548      $ 548      $ 224      $ 224  

5 years

   $ 1,086      $ 1,086      $ 1,002      $ 1,002      $ 944      $ 944      $ 390      $ 390  

10 years

   $ 1,707      $ 1,707      $ 1,787      $ 1,787      $ 2,052      $ 2,052      $ 871      $ 871  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 20% of the average value of its portfolio.


Table of Contents

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 50% of assets in stocks, 40% of assets in bonds, and 10% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (30%-70%), bond class (20%-60%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.


Table of Contents

Visit institutional.fidelity.com for more recent performance information.

Year-by-Year Returns

The returns in the bar chart do not reflect any applicable sales charges; if sales charges were reflected, returns would be lower than those shown.

 

During the periods shown in the chart for Class A:

     Returns     Quarter ended

Highest Quarter Return

     15.11     June 30, 2009

Lowest Quarter Return

     (14.80 )%      December 31, 2008

Year-to-Date Return

     10.32     September 30, 2017

Average Annual Returns

Unlike the returns in the bar chart, the returns in the table reflect the maximum applicable sales charges. After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax returns for Class A are shown in the table below and after-tax returns for other classes will vary. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Past 10 years  

Class A—Return Before Taxes

     (0.03 )%      5.65     3.93

Return After Taxes on Distributions

     (0.61 )%      4.29     2.73

Return After Taxes on Distributions and Sale of Fund Shares

     0.17     4.10     2.74

Class M—Return Before Taxes

     2.09     5.90     3.92

Class C—Return Before Taxes

     4.30     6.11     3.76

Class I—Return Before Taxes

     6.32     7.19     4.84

S&P 500® Index
(reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     6.95

Fidelity Asset Manager 50% Composite IndexSM 
(reflects no deduction for fees or expenses)

     6.33     7.14     4.83

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.


Table of Contents

Purchase and Sale of Shares

You may buy or sell shares through a retirement account or through an investment professional. You may buy or sell shares in various ways:

Internet

institutional.fidelity.com

Phone

To reach a Fidelity representative 1-877-208-0098

Mail

 

   Overnight Express:

Fidelity Investments

   Fidelity Investments

P.O. Box 770002

   100 Crosby Parkway

Cincinnati, OH 45277-0081

   Covington, KY 41015

Class I eligibility requirements are listed in the “Additional Information about the Purchase and Sale of Shares” section of the prospectus.

The price to buy one share of Class A or Class M is its offering price, if you pay a front-end sales charge, or its net asset value per share (NAV), if you qualify for a front-end sales charge waiver. The price to buy one share of Class C or Class I is its NAV. Shares will be bought at the offering price or NAV, as applicable, next calculated after an order is received in proper form.

The price to sell one share of Class A, Class M, or Class C is its NAV, minus any applicable contingent deferred sales charge (CDSC). The price to sell one share of Class I is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form, minus any applicable CDSC.

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

 

Initial Purchase Minimum

   $ 2,500  
Fidelity Advisor® Traditional IRA, Roth IRA, Rollover IRA, and Simplified Employee Pension-IRA for which Fidelity Management Trust Company or an affiliate serves as custodian    $ 500  

Through a regular investment plan established at the time the fund position is opened

   $ 100  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).


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Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 60%/Fidelity Advisor Asset Manager® 60% A, M, C, I

Investment Objective

The fund seeks high total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the fund or certain other Fidelity® funds. More information about these and other discounts is available from your investment professional and in the “Fund Distribution” section beginning on page 50 of the prospectus. Different intermediaries may provide additional waivers or reductions of the sales charge. Please see “Sales Charge Waiver Policies Applied by Certain Intermediaries” in the “Appendix” section of the prospectus.

Shareholder fees

(fees paid directly from your investment)

 

     Class A     Class M     Class C     Class I  

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     3.50     None     None

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None (a)      None (a)      1.00 %(b)     None

 

(a) Class A and Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A and Class M purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00% or 0.25%, respectively.
(b) On Class C shares redeemed less than one year after purchase.

Annual Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Class A     Class M     Class C     Class I  

Management fee

     0.55     0.55     0.55     0.55

Distribution and/or Service (12b-1) fees

     0.25     0.50     1.00     None

Other expenses

     0.23     0.23     0.23     0.20

Acquired fund fees and expenses

     0.02     0.02     0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses(a)

     1.05     1.30     1.80     0.77

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.


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This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated and if you hold your shares:

 

     Class A      Class M      Class C      Class I  
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
 

1 year

   $ 676      $ 676      $ 478      $ 478      $ 283      $ 183      $ 79      $ 79  

3 years

   $ 890      $ 890      $ 748      $ 748      $ 566      $ 566      $ 246      $ 246  

5 years

   $ 1,121      $ 1,121      $ 1,038      $ 1,038      $ 975      $ 975      $ 428      $ 428  

10 years

   $ 1,784      $ 1,784      $ 1,863      $ 1,863      $ 2,116      $ 2,116      $ 954      $ 954  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 18% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 60% of assets in stocks, 35% of assets in bonds, and 5% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (40%-90%), bond class (10%-60%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).


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Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit institutional.fidelity.com for more recent performance information.

Year-by-Year Returns

The returns in the bar chart do not reflect any applicable sales charges; if sales charges were reflected, returns would be lower than those shown.

 

During the periods shown in the chart for Class A:

     Returns     Quarter ended

Highest Quarter Return

     16.69     June 30, 2009

Lowest Quarter Return

     (15.65 )%      December 31, 2008

Year-to-Date Return

     11.99     September 30, 2017


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Average Annual Returns

Unlike the returns in the bar chart, the returns in the table reflect the maximum applicable sales charges. After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax returns for Class A are shown in the table below and after-tax returns for other classes will vary. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Class A—Return Before Taxes

     0.39     6.55     3.39

Return After Taxes on Distributions

     0.01     5.50     2.59

Return After Taxes on Distributions and Sale of Fund Shares

     0.37     4.92     2.46

Class M—Return Before Taxes

     2.48     6.78     3.38

Class C—Return Before Taxes

     4.68     7.01     3.27

Class I—Return Before Taxes

     6.74     8.10     4.32

S&P 500® Index
(reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     6.24

Fidelity Asset Manager 60% Composite IndexSM
(reflects no deduction for fees or expenses)

     7.21     8.27     4.55

 

(a) From October 9, 2007

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.

Purchase and Sale of Shares

You may buy or sell shares through a retirement account or through an investment professional. You may buy or sell shares in various ways:

Internet

institutional.fidelity.com

Phone

To reach a Fidelity representative 1-877-208-0098

Mail

 

Fidelity Investments    Overnight Express:

P.O. Box 770002

Cincinnati, OH 45277-0081

  

Fidelity Investments

100 Crosby Parkway

Covington, KY 41015


Table of Contents

Class I eligibility requirements are listed in the “Additional Information about the Purchase and Sale of Shares” section of the prospectus.

The price to buy one share of Class A or Class M is its offering price, if you pay a front-end sales charge, or its net asset value per share (NAV), if you qualify for a front-end sales charge waiver. The price to buy one share of Class C or Class I is its NAV. Shares will be bought at the offering price or NAV, as applicable, next calculated after an order is received in proper form.

The price to sell one share of Class A, Class M, or Class C is its NAV, minus any applicable contingent deferred sales charge (CDSC). The price to sell one share of Class I is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form, minus any applicable CDSC.

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

 

Initial Purchase Minimum

   $ 2,500  

Fidelity Advisor® Traditional IRA, Roth IRA, Rollover IRA, and Simplified Employee Pension-IRA for which Fidelity Management Trust Company or an affiliate serves as custodian

   $ 500  

Through a regular investment plan established at the time the fund position is opened

   $ 100  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 70%/Fidelity Advisor Asset Manager® 70% A, M, C, I


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Investment Objective

The fund seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the fund or certain other Fidelity® funds. More information about these and other discounts is available from your investment professional and in the “Fund Distribution” section beginning on page 50 of the prospectus. Different intermediaries may provide additional waivers or reductions of the sales charge. Please see “Sales Charge Waiver Policies Applied by Certain Intermediaries” in the “Appendix” section of the prospectus.

Shareholder fees

(fees paid directly from your investment)

 

     Class A     Class M     Class C     Class I  

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     3.50     None     None

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None (a)      None (a)      1.00 %(b)     None

 

(a) Class A and Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A and Class M purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00% or 0.25%, respectively.
(b) On Class C shares redeemed less than one year after purchase.

Annual Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Class A     Class M     Class C     Class I  

Management fee

     0.55     0.55     0.55     0.55

Distribution and/or Service (12b-1) fees

     0.25     0.50     1.00     None

Other expenses

     0.22     0.22     0.22     0.19

Acquired fund fees and expenses

     0.02     0.02     0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses(a)

     1.04     1.29     1.79     0.76

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated and if you hold your shares:

 

     Class A      Class M      Class C      Class I  
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
 

1 year

   $ 675      $ 675      $ 477      $ 477      $ 282      $ 182      $ 78      $ 78  

3 years

   $ 887      $ 887      $ 745      $ 745      $ 563      $ 563      $ 243      $ 243  

5 years

   $ 1,116      $ 1,116      $ 1,033      $ 1,033      $ 970      $ 970      $ 422      $ 422  

10 years

   $ 1,773      $ 1,773      $ 1,852      $ 1,852      $ 2,105      $ 2,105      $ 942      $ 942  


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Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 19% of the average value of its portfolio.

Principal Investment Strategies

 

    Allocating the fund’s assets among three main asset classes: the stock class (equity securities of all types), the bond class (fixed-income securities of all types maturing in more than one year, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds), and the short-term/money market class (fixed-income securities of all types maturing in one year or less).

 

    Maintaining a neutral mix over time of 70% of assets in stocks, 25% of assets in bonds, and 5% of assets in short-term and money market instruments.

 

    Adjusting allocation among asset classes gradually within the following ranges: stock class (50%-100%), bond class (0%-50%), and short-term/money market class (0%-50%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.


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    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.

Visit institutional.fidelity.com for more recent performance information.

Year-by-Year Returns

The returns in the bar chart do not reflect any applicable sales charges; if sales charges were reflected, returns would be lower than those shown.

 

During the periods shown in the chart for Class A:

     Returns     Quarter ended

Highest Quarter Return

     18.36     June 30, 2009

Lowest Quarter Return

     (13.21 )%      September 30, 2011

Year-to-Date Return

     13.57     September 30, 2017

Average Annual Returns

Unlike the returns in the bar chart, the returns in the table reflect the maximum applicable sales charges. After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax returns for Class A are shown in the table below and after-tax returns for other classes will vary. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Life of class(a)  

Class A—Return Before Taxes

     0.62     7.43     6.42

Return After Taxes on Distributions

     0.28     6.46     5.64

Return After Taxes on Distributions and Sale of Fund Shares

     0.53     5.70     4.98

Class M—Return Before Taxes

     2.77     7.65     6.45

Class C—Return Before Taxes

     4.94     7.89     6.39


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Class I—Return Before Taxes

     7.11     9.01     7.49

S&P 500® Index(reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     10.33

Fidelity Asset Manager 70% Composite IndexSM
(reflects no deduction for fees or expenses)

     7.95     9.27     7.10

 

(a) From September 23, 2008

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.

Purchase and Sale of Shares

You may buy or sell shares through a retirement account or through an investment professional. You may buy or sell shares in various ways:

Internet

institutional.fidelity.com

Phone

To reach a Fidelity representative 1-877-208-0098

Mail

 

Fidelity Investments

P.O. Box 770002

Cincinnati, OH 45277-0081

  

Overnight Express:

Fidelity Investments

100 Crosby Parkway

Covington, KY 41015

Class I eligibility requirements are listed in the “Additional Information about the Purchase and Sale of Shares” section of the prospectus.

The price to buy one share of Class A or Class M is its offering price, if you pay a front-end sales charge, or its net asset value per share (NAV), if you qualify for a front-end sales charge waiver. The price to buy one share of Class C or Class I is its NAV. Shares will be bought at the offering price or NAV, as applicable, next calculated after an order is received in proper form.

The price to sell one share of Class A, Class M, or Class C is its NAV, minus any applicable contingent deferred sales charge (CDSC). The price to sell one share of Class I is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form, minus any applicable CDSC.


Table of Contents

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

 

Initial Purchase Minimum

   $ 2,500  

Fidelity Advisor® Traditional IRA, Roth IRA, Rollover IRA, and Simplified Employee Pension-IRA for which Fidelity Management Trust Company or an affiliate serves as custodian

   $ 500  

Through a regular investment plan established at the time the fund position is opened

   $ 100  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).

Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Summary

Fund/Class:

Fidelity Asset Manager® 85%/Fidelity Advisor Asset Manager® 85% A, M, C, I

Investment Objective

The fund seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the fund or certain other Fidelity® funds. More information about these and other discounts is available from your investment professional and in the “Fund Distribution” section beginning on page 50 of the prospectus. Different intermediaries may provide additional waivers or reductions of the sales charge. Please see “Sales Charge Waiver Policies Applied by Certain Intermediaries” in the “Appendix” section of the prospectus.


Table of Contents

Shareholder fees

(fees paid directly from your investment)

 

     Class A     Class M     Class C     Class I  

Maximum sales charge (load) on purchases (as a % of offering price)

     5.75     3.50     None     None

Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)

     None (a)      None (a)      1.00 %(b)      None

 

(a) Class A and Class M purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A and Class M purchases may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00% or 0.25%, respectively.
(b) On Class C shares redeemed less than one year after purchase.

Annual Operating Expenses

(expenses that you pay each year as a % of the value of your investment)

 

     Class A     Class M     Class C     Class I  

Management fee

     0.55     0.55     0.55     0.55

Distribution and/or Service (12b-1) fees

     0.25     0.50     1.00     None

Other expenses

     0.24     0.26     0.24     0.21

Acquired fund fees and expenses

     0.02     0.02     0.02     0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Total annual operating expenses(a)

     1.06     1.33     1.81     0.78

 

(a) Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.

This example helps compare the cost of investing in the fund with the cost of investing in other funds.

Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated and if you hold your shares:

 

     Class A      Class M      Class C      Class I  
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
     Sell All
Shares
     Hold
Shares
 

1 year

   $ 677      $ 677      $ 481      $ 481      $ 284      $ 184      $ 80      $ 80  

3 years

   $ 893      $ 893      $ 757      $ 757      $ 569      $ 569      $ 249      $ 249  

5 years

   $ 1,126      $ 1,126      $ 1,053      $ 1,053      $ 980      $ 980      $ 433      $ 433  

10 years

   $ 1,795      $ 1,795      $ 1,895      $ 1,895      $ 2,127      $ 2,127      $ 966      $ 966  

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 23% of the average value of its portfolio.


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Principal Investment Strategies

 

    Allocating the fund’s assets between two main asset classes: the stock class (equity securities of all types) and the bond and short-term/money market class (fixed-income securities of all types and maturities, including lower-quality debt securities which are sometimes referred to as high yield debt securities or junk bonds).

 

    Maintaining a neutral mix over time of 85% of assets in stocks and 15% of assets in bonds and short-term and money market instruments.

 

    Adjusting allocation between asset classes gradually within the following ranges: stock class (60%-100%) and bond and short-term/money market class (0%-40%).

 

    Investing in domestic and foreign issuers.

 

    Investing in Fidelity’s central funds (specialized investment vehicles used by Fidelity® funds to invest in particular security types or investment disciplines).

Principal Investment Risks

 

    Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.

 

    Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.

 

    Foreign Exposure. Foreign markets, particularly emerging markets, can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates also can be extremely volatile.

 

    Prepayment. The ability of an issuer of a debt security to repay principal prior to a security’s maturity can cause greater price volatility if interest rates change.

 

    Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.

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

Performance

The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the performance of the fund’s shares from year to year and compares the performance of the fund’s shares to the performance of a securities market index and a hypothetical composite of market indexes over various periods of time. The indexes have characteristics relevant to the fund’s investment strategies. Index descriptions appear in the “Additional Index Information” section of the prospectus. Past performance (before and after taxes) is not an indication of future performance.


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Visit institutional.fidelity.com for more recent performance information.

Year-by-Year Returns

The returns in the bar chart do not reflect any applicable sales charges; if sales charges were reflected, returns would be lower than those shown.

 

During the periods shown in the chart for Class A:

     Returns      Quarter ended

Highest Quarter Return

     20.68%        June 30, 2009

Lowest Quarter Return

     (20.98)%        December 31, 2008

Year-to-Date Return

     16.05%        September 30, 2017

Average Annual Returns

Unlike the returns in the bar chart, the returns in the table reflect the maximum applicable sales charges. After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax returns for Class A are shown in the table below and after-tax returns for other classes will vary. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.

 

For the periods ended December 31, 2016    Past 1 year     Past 5 years     Past 10 years  

Class A—Return Before Taxes

     0.97     8.79     4.24

Return After Taxes on Distributions

     0.72     7.74     3.59

Return After Taxes on Distributions and Sale of Fund Shares

     0.75     6.80     3.26

Class M—Return Before Taxes

     3.05     8.99     4.19

Class C—Return Before Taxes

     5.32     9.26     4.05

Class I—Return Before Taxes

     7.39     10.39     5.17

S&P 500® Index (reflects no deduction for fees, expenses, or taxes)

     11.96     14.66     6.95

Fidelity Asset Manager 85% Composite IndexSM 
(reflects no deduction for fees or expenses)

     9.22     10.92     5.42

Investment Adviser

Fidelity Management & Research Company (FMR) (the Adviser) is the fund’s manager. Fidelity Investments Money Management, Inc. (FIMM), FMR Co., Inc. (FMRC), and other investment advisers serve as sub-advisers for the fund.

Portfolio Manager(s)

Geoff Stein (portfolio manager) has managed the fund since June 2009.


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Purchase and Sale of Shares

You may buy or sell shares through a retirement account or through an investment professional. You may buy or sell shares in various ways:

Internet

institutional.fidelity.com

Phone

To reach a Fidelity representative 1-877-208-0098

Mail

 

Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
   Overnight Express:
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015

Class I eligibility requirements are listed in the “Additional Information about the Purchase and Sale of Shares” section of the prospectus.

The price to buy one share of Class A or Class M is its offering price, if you pay a front-end sales charge, or its net asset value per share (NAV), if you qualify for a front-end sales charge waiver. The price to buy one share of Class C or Class I is its NAV. Shares will be bought at the offering price or NAV, as applicable, next calculated after an order is received in proper form.

The price to sell one share of Class A, Class M, or Class C is its NAV, minus any applicable contingent deferred sales charge (CDSC). The price to sell one share of Class I is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form, minus any applicable CDSC.

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

 

Initial Purchase Minimum

   $ 2,500  

Fidelity Advisor® Traditional IRA, Roth IRA, Rollover IRA, and Simplified Employee Pension-IRA for which Fidelity Management Trust Company or an affiliate serves as custodian

   $ 500  

Through a regular investment plan established at the time the fund position is opened

   $ 100  

The fund may waive or lower purchase minimums in other circumstances.

Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).


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Payments to Broker-Dealers and Other Financial Intermediaries

The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary’s web site for more information.

Fund Basics

Investment Details

Investment Objective

Fidelity Asset Manager® 20% seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments. The fund also considers the potential for capital appreciation (may be changed without shareholder vote).

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 20% stock class, 50% bond class; and 30% short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

 

Neutral Mix

LOGO

 

Stocks (can range from 10-30%)

     20

LOGO

 

Bonds (can range from 40-60%)

     50

LOGO

 

Short-Term/Money Market (can range from 10-50%)

     30

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    14% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    6% MSCI ACWI ex USA Index (foreign stocks)

 

    50% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    30% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.


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The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.


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In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 30% seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments. The fund also considers the potential for capital appreciation (may be changed without shareholder vote).

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 30% stock class, 50% bond class; and 20% short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO

 

Stocks (can range from 20-40%)

     30

LOGO

 

Bonds (can range from 40-60%)

     50

LOGO

 

Short-Term/Money Market (can range from 0-50%)

     20

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    21% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    9% MSCI ACWI ex USA Index (foreign stocks)

 

    50% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    20% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index


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The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).


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Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 40% seeks current income as well as total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments. The fund also considers the potential for capital appreciation (may be changed without shareholder vote).

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 40% stock class, 45% bond class; and 15% short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 20-60%)

     40
LOGO  

Bonds (can range from 30-60%)

     45
LOGO  

Short-Term/Money Market (can range from 0-50%)

     15


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In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    28% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    12% MSCI ACWI ex USA Index (foreign stocks)

 

    45% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    15% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).


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Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 50% seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 50% stock class, 40% bond class; and 10% short-term/money market class.


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The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 30-70%)

     50
LOGO  

Bonds (can range from 20-60%)

     40
LOGO  

Short-Term/Money Market (can range from 0-50%)

     10

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    35% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    15% MSCI ACWI ex USA Index (foreign stocks)

 

    40% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    10% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.


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Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives - such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts - and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 60% seeks high total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 60% stock class, 35% bond class; and 5% short-term/money market class.


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The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 40-90%)

     60
LOGO  

Bonds (can range from 10-60%)

     35
LOGO  

Short-Term/Money Market (can range from 0-50%)

     5

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    42% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    18% MSCI ACWI ex USA Index (foreign stocks)

 

    35% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    5% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.


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The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 70% seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.


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Principal Investment Strategies

The fund organizes its investments into three main asset classes: the stock class, the bond class, and the short-term/money market class. The fund’s neutral mix is 70% stock class, 25% bond class; and 5% short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 50-100%)

     70
LOGO  

Bonds (can range from 0-50%)

     25
LOGO  

Short-Term/Money Market (can range from 0-50%)

     5

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    49% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    21% MSCI ACWI ex USA Index (foreign stocks)

 

    25% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds)

 

    5% Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index

The Adviser allocates the fund’s assets among the three asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into any of the three asset classes.

The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.


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Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities).

Short-Term/Money Market Class

The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives - such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.

The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.


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If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Investment Objective

Fidelity Asset Manager® 85% seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Principal Investment Strategies

The fund organizes its investments into two main asset classes: the stock class and the bond and short-term/money market class. The fund’s neutral mix is 85% stock class and 15% bond and short-term/money market class.

The Adviser may overweight or underweight each asset class within the following ranges:

 

LOGO

 

 

Neutral Mix

LOGO  

Stocks (can range from 60-100%)

     85
LOGO  

Bonds and Short-Term/Money Market (can range from 0-40%)

     15

In managing the fund, the Adviser seeks to outperform the following composite benchmark, which is designed to represent the neutral mix:

 

    60% Dow Jones U.S. Total Stock Market IndexSM (U.S. stocks)

 

    25% MSCI ACWI ex USA Index (foreign stocks)

 

    15% Bloomberg Barclays U.S. Aggregate Bond Index (U.S. bonds and short term/money market instruments)

The Adviser allocates the fund’s assets between the two asset classes, generally using different Fidelity managers to handle investments within each asset class. The fund gains exposure to each asset class mainly by investing in central funds, which are specialized Fidelity® investment vehicles designed to be used by Fidelity® funds. Fidelity uses central funds to invest in particular security types or investment disciplines; for example, rather than buy bonds directly, the fund may invest in a central fund that buys bonds. Fidelity does not charge any additional management fees for central funds. The fund may gain exposure to each asset class also by investing directly in individual securities through one or more subportfolios, which are portions of the fund’s assets assigned to different managers. In addition, the fund may, directly or through central funds, make investments that do not fall into either of the two asset classes.


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The Adviser regularly reviews the fund’s allocation and makes changes gradually to favor investments that it believes will provide the most favorable outlook for achieving the fund’s objective. The Adviser will not try to pinpoint the precise moment when a major reallocation should be made.

Stock Class

The fund invests in stocks mainly by investing in sector central funds, which are managed in an effort to outperform different sectors of the U.S. stock market. At present, these sectors include consumer discretionary, consumer staples, energy, financials, health care, industrials, information technology, materials, real estate, telecom services, and utilities. The fund invests in all of the sector central funds in combination in an effort to outperform the U.S. market as a whole.

The Adviser expects the fund’s equity sector allocations will approximate the sector weightings of the S&P 500® Index, a broadly diversified measure of the performance of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance. While the Adviser may overweight or underweight one or more sectors from time to time, the Adviser expects the returns of the equity portion of the fund to be driven primarily by the security selections of the managers of each sector.

The fund invests in stocks also by investing in one or more international central funds, which are managed in an effort to outperform foreign stock markets. At present, these central funds include Fidelity® International Equity Central Fund and Fidelity® Emerging Markets Equity Central Fund. The Adviser decides what portion of the fund’s assets to allocate to international central funds based mainly on the allocation to foreign stocks in the fund’s composite benchmark.

The sector central funds are managed against U.S. benchmarks, but are not limited to U.S. stocks, and the sector central fund managers have discretion to make foreign investments. As a result, the fund’s total allocation to foreign stocks could be substantially higher than the fund’s composite benchmark might suggest.

Bond and Short-Term/Money Market Class

The fund invests in bonds mainly by investing in central funds that focus on particular types of fixed-income securities. At present, these central funds include Fidelity® Investment Grade Bond Central Fund (investment-grade bonds), Fidelity® High Income Central Fund 1 (high yield securities), Fidelity® Floating Rate Central Fund (floating rate loans and other floating rate securities), Fidelity® Emerging Markets Debt Central Fund (emerging markets debt securities), and Fidelity® Inflation-Protected Bond Index Central Fund (inflation-protected securities). The fund invests in short-term and money market instruments mainly by investing in central funds that focus on particular types of fixed-income securities maturing in one year or less. At present, these central funds include Fidelity® Money Market Central Fund (money market instruments).

Although the central funds are categorized generally as stock, bond, and short-term/money market funds, many of the central funds may invest in a mix of securities of foreign (including emerging markets) and domestic issuers, investment-grade and lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds), and other securities, and may engage in transactions that have a leveraging effect, including investments in derivatives—such as swaps (interest rate, total return, and credit default), options (including options on futures and swaps), and futures contracts—and forward-settling securities. Central funds may also focus on other types of securities, including commodity-linked derivative instruments such as commodity-linked notes and commodity futures and swaps. The Adviser may invest the fund’s assets in central funds created in the future, as determined from time to time by the Adviser.

In addition to the principal investment strategies discussed above, the Adviser may lend the fund’s securities to broker-dealers or other institutions to earn income for the fund.


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The Adviser may also use derivatives, such as buying and selling futures contracts (both long and short positions), to manage the allocation of the fund’s assets among asset classes. For example, the Adviser may buy stock index futures to increase the fund’s allocation to the stock class.

If the Adviser’s strategies do not work as intended, the fund may not achieve its objective.

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks, preferred stocks, convertible securities, and warrants.

Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold at a discount from their face values. Debt securities include corporate bonds, government securities (including Treasury securities), repurchase agreements, money market securities, mortgage and other asset-backed securities, loans and loan participations, and other securities believed to have debt-like characteristics, including hybrids and synthetic securities.

Money market securities are high-quality, short-term securities that pay a fixed, variable, or floating interest rate. Securities are often specifically structured so that they are eligible investments for a money market fund. For example, in order to satisfy the maturity restrictions for a money market fund, some money market securities have demand or put features, which have the effect of shortening the security’s maturity. Money market securities include bank certificates of deposit, bankers’ acceptances, bank time deposits, notes, commercial paper, and U.S. Government securities. Certain issuers of U.S. Government securities, including Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury.

Derivatives are investments whose values are tied to an underlying asset, instrument, currency, or index. Derivatives include futures, options, forwards, and swaps, such as interest rate swaps (exchanging a floating rate for a fixed rate), total return swaps (exchanging a floating rate for the total return of an index, security, or other instrument or investment) and credit default swaps (buying or selling credit default protection).

Forward-settling securities involve a commitment to purchase or sell specific securities when issued, or at a predetermined price or yield. When a fund does not already own or have the right to obtain securities equivalent in kind and amount, a commitment to sell securities is equivalent to a short sale. Payment and delivery take place after the customary settlement period.

Central funds are special types of investment vehicles created by Fidelity for use by Fidelity® funds and other advisory clients. Central funds incur certain costs related to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the portions of the fund’s assets invested in the central funds will be based upon the investment results of those funds.

Principal Investment Risks

Many factors affect each fund’s performance. A fund’s share price and yield change daily based on changes in market conditions and interest rates and in response to other economic, political, or financial developments. A fund’s reaction to these developments will be affected by the types and maturities of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund’s level of investment in the securities of that issuer. When you sell your shares they may be worth more or less than what you paid for them, which means that you could lose money by investing in a fund.


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The following factors can significantly affect a fund’s performance:

Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations, especially in foreign markets, can be dramatic over the short as well as long term, and different parts of the market, including different market sectors, and different types of equity securities can react differently to these developments. For example, stocks of companies in one sector can react differently from those in another, large cap stocks can react differently from small cap stocks, and “growth” stocks can react differently from “value” stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally.

Interest Rate Changes. Debt securities, including money market securities, have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and certain types of securities, such as mortgage securities and the securities of issuers in the financial services sector, can be more sensitive to interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security’s price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates. Securities with floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest rates in general. Securities whose payment at maturity is based on the movement of all or part of an index and inflation-protected debt securities may react differently from other types of debt securities.

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign exchange rates; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

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

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

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

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security’s or instrument’s credit quality or value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Entities providing credit support or a


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maturity-shortening structure also can be affected by these types of changes, and if the structure of a security fails to function as intended, the security could decline in value. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities or junk bonds) and certain types of other securities tend to be particularly sensitive to these changes.

Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates in response to company, political, or economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic difficulty.

Leverage Risk. Derivatives, forward-settling securities, and short sale transactions involve leverage because they can provide investment exposure in an amount exceeding the initial investment. Leverage can magnify investment risks and cause losses to be realized more quickly. A small change in the underlying asset, instrument, or index can lead to a significant loss. Assets segregated to cover these transactions may decline in value and are not available to meet redemptions. Forward-settling securities and short sale transactions also involve the risk that a security will not be issued, delivered, available for purchase, or paid for when anticipated. An increase in the market price of securities sold short will result in a loss. Government legislation or regulation could affect the use of these transactions and could limit a fund’s ability to pursue its investment strategies.

Commodity-Linked Investing. The performance of commodities, commodity-linked swaps, futures, notes, and other commodity-related investments may depend on the performance of individual commodities and the overall commodities markets and on other factors that affect the value of commodities, including weather, political, tax, and other regulatory and market developments. Commodity-linked instruments may be leveraged. For example, the price of a three-times leveraged commodity-linked note may change by a magnitude of three for every percentage change (positive or negative) in the value of the underlying index. Commodity-linked investments may be hybrid instruments that can have substantial risk of loss with respect to both principal and interest. Commodity-linked investments may be more volatile and less liquid than the underlying commodity, instruments, or measures, and may be subject to the credit risks associated with the issuer or counterparty. As a result, returns of commodity-linked investments may deviate significantly from the return of the underlying commodity, instruments, or measures. In addition, the regulatory and tax environment for commodity linked derivative instruments is evolving, and changes in the regulation or taxation of such investments may have a material adverse impact on the fund.

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

Fundamental Investment Policies

The following is fundamental, that is, subject to change only by shareholder approval:

Fidelity Asset Manager® 20% seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments.

Fidelity Asset Manager® 30% seeks a high level of current income by allocating its assets among stocks, bonds, short-term instruments and other investments.

Fidelity Asset Manager® 40% seeks current income as well as total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.

Fidelity Asset Manager® 50% seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.


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Fidelity Asset Manager® 60% seeks high total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Fidelity Asset Manager® 70% seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Fidelity Asset Manager® 85% seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments, and other investments.

Valuing Shares

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

The net asset value per share (NAV) is the value of a single share. Fidelity normally calculates NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. Each fund’s assets normally are valued as of this time for the purpose of computing NAV. Fidelity calculates NAV separately for each class of shares of a multiple class fund.

NAV is not calculated and a fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the Securities and Exchange Commission (SEC).

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

NAV is calculated using the values of the underlying central funds in which a fund invests. Shares of underlying central funds are valued at their respective NAVs. Other assets are valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not readily available or, in the Adviser’s opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. For example, if, in the Adviser’s opinion, a security’s value has been materially affected by events occurring before a fund’s pricing time but after the close of the exchange or market on which the security is principally traded, then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. Fair value pricing will be used for high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value.

Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of NAV by short-term traders.

Policies regarding excessive trading may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus accounts.

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that would be realized if the security were sold.


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Shareholder Information

Additional Information about the Purchase and Sale of Shares

As used in this prospectus, the term “shares” generally refers to the shares offered through this prospectus.

General Information

Ways to Invest

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

Information on Placing Orders

You should include the following information with any order:

 

    Your name

 

    Your account number

 

    Type of transaction requested

 

    Name(s) of fund(s) and class(es)

 

    Dollar amount or number of shares

Certain methods of contacting Fidelity may be unavailable or delayed (for example, during periods of unusual market activity). In addition, the level and type of service available may be restricted.

Frequent Purchases and Redemptions

A fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.

Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to a fund (such as brokerage commissions or spreads paid to dealers who sell money market instruments), disrupting portfolio management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund’s NAV.

Each fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive trading than those stated in this prospectus.

Excessive Trading Policy

The Board of Trustees has adopted policies designed to discourage excessive trading of fund shares. Excessive trading activity in a fund is measured by the number of roundtrip transactions in a shareholder’s account and each class of a multiple class fund is treated separately. A roundtrip transaction occurs when a shareholder sells fund shares (including exchanges) within 30 days of the purchase date.


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Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity® funds within any rolling 12-month period will be blocked for at least 85 days from additional purchases or exchange purchases across all Fidelity® funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block. Repeat offenders may be subject to long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder’s control at any time. In addition to enforcing these roundtrip limitations, the fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in the Adviser’s opinion, may be disruptive to the management of the fund or otherwise not be in the fund’s interests.

Exceptions

The following transactions are exempt from the fund’s excessive trading policy described above: (i) transactions of $1,000 or less, (ii) systematic withdrawal and/or contribution programs, (iii) mandatory retirement distributions, and (iv) transactions initiated by a plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition, the fund’s excessive trading policy does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund of fund(s), or other strategy funds. A qualified fund of fund(s) is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the fund’s excessive trading policies to shareholders at the fund of fund(s) level, or demonstrates that the fund of fund(s) has an investment strategy coupled with policies designed to control frequent trading that are reasonably likely to be effective as determined by the fund’s Treasurer.

Omnibus Accounts

Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares among retirement plans and financial intermediaries such as brokers, advisers, and third-party administrators. Individual trades in omnibus accounts are often not disclosed to the fund, making it difficult to determine whether a particular shareholder is engaging in excessive trading. Excessive trading in omnibus accounts is likely to go undetected by the fund and may increase costs to the fund and disrupt its portfolio management.

Under policies adopted by the Board of Trustees, intermediaries will be permitted to apply the fund’s excessive trading policy (described above), or their own excessive trading policy if approved by the Adviser. In these cases, the fund will typically not request or receive individual account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund’s policies. Reliance on intermediaries increases the risk that excessive trading may go undetected. For other intermediaries, the fund will generally monitor trading activity at the omnibus account level to attempt to identify disruptive trades. The fund may request transaction information, as frequently as daily, from any intermediary at any time, and may apply the fund’s policy to transactions that exceed thresholds established by the Board of Trustees. The fund may prohibit purchases of fund shares by an intermediary or by some or all of any intermediary’s clients. There is no assurance that the Adviser will request data with sufficient frequency to detect or deter excessive trading in omnibus accounts effectively.

If you purchase or sell fund shares through a financial intermediary, you may wish to contact the intermediary to determine the policies applicable to your account.

Retirement Plans

For employer-sponsored retirement plans, only participant directed exchanges count toward the roundtrip limits. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund.


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Qualified Wrap Programs

The fund will monitor aggregate trading activity of adviser transactions to attempt to identify excessive trading in qualified wrap programs, as defined below. Excessive trading by an adviser will lead to fund blocks and the wrap program will lose its qualified status. Transactions of an adviser will not be matched with client-directed transactions unless the wrap program ceases to be a qualified wrap program (but all client-directed transactions will be subject to the fund’s excessive trading policy).

A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give the Adviser sufficient information to permit the Adviser to identify the individual accounts in the wrap program.

Other Information about the Excessive Trading Policy

The fund’s Treasurer is authorized to suspend the fund’s policies during periods of severe market turbulence or national emergency. The fund reserves the right to modify its policies at any time without prior notice.

The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except to the extent permitted by the policies described above.

As described in “Valuing Shares,” the fund also uses fair value pricing to help reduce arbitrage opportunities available to short-term traders. There is no assurance that the fund’s excessive trading policy will be effective, or will successfully detect or deter excessive or disruptive trading.

Buying Shares

Eligibility

Shares are generally available only to investors residing in the United States.

Each class of the fund has different expenses and features, as described in the applicable prospectus. Investors eligible to purchase one class of shares may also be eligible to purchase other classes of shares of the fund. Your investment professional, as applicable, can help you choose the class of shares that best suits your investment needs. However, plan participants may purchase only the classes of shares that are eligible for sale and available through their plan. Certain classes may have higher expenses than those offered by the plan.

Additional Information Regarding Class I Eligibility

Class I shares are offered to:

1. Employee benefit plans investing through an intermediary and employee benefit plans not recordkept by Fidelity. For this purpose, employee benefit plans generally include profit sharing, 401(k), and 403(b) plans, but do not include: IRAs; SIMPLE, SEP, or SARSEP plans; plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans); health savings accounts; or plans investing through the Fidelity Advisor® 403(b) program;

2. Insurance company separate accounts;

3. Broker-dealer, registered investment adviser, insurance company, trust institution and bank trust department managed account programs that charge an asset-based fee;


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4. Current or former Trustees or officers of a Fidelity® fund or current or retired officers, directors, or regular employees of FMR LLC or FIL Limited or their direct or indirect subsidiaries (Fidelity Trustee or employee), spouses of Fidelity Trustees or employees, Fidelity Trustees or employees acting as a custodian for a minor child, persons acting as trustee of a trust for the sole benefit of the minor child of a Fidelity Trustee or employee, or employee benefit plans sponsored by FMR LLC or an affiliate;

5. Any state, county, or city, or any governmental instrumentality, department, authority or agency;

6. Charitable organizations (as defined for purposes of Section 501(c)(3) of the Internal Revenue Code) or charitable remainder trusts or life income pools established for the benefit of a charitable organization;

7. Qualified tuition programs for which Fidelity serves as investment manager, or mutual funds managed by Fidelity or other parties;

8. Employer-sponsored health savings accounts investing through an intermediary; and

9. Destiny® Planholders who exchange, or have exchanged, from Class O to Class I of Fidelity Advisor® funds.

Minimum Waivers

For Class A, Class M, and Class C:

There is no minimum balance or purchase minimum for (i) certain Fidelity® retirement accounts funded through salary deduction, or fund positions opened with the proceeds of distributions from such retirement accounts or from a Fidelity® systematic withdrawal service, or (ii) certain mutual fund wrap program accounts. An eligible wrap program must offer asset allocation services, charge an asset-based fee to its participants for asset allocation and/or other advisory services, and meet trading and other operational requirements under an appropriate agreement with Fidelity Distributors Corporation (FDC). In addition, each fund may waive or lower purchase minimums in other circumstances.

For Class I:

There is no minimum balance or purchase minimum for (i) investments through Portfolio Advisory Services, (ii) certain Fidelity® retirement accounts funded through salary deduction, or fund positions opened with the proceeds of distributions from such retirement accounts or from a Fidelity® systematic withdrawal service, (iii) investments through a mutual fund or a qualified tuition program for which Fidelity serves as investment manager, or (iv) certain mutual fund wrap program accounts. An eligible wrap program must offer asset allocation services, charge an asset-based fee to its participants for asset allocation and/or other advisory services, and meet trading and other operational requirements under an appropriate agreement with FDC. In addition, each fund may waive or lower purchase minimums in other circumstances.

Price to Buy

The price to buy one share of Class A or Class M is its offering price or its NAV, depending on whether you pay a front-end sales charge.

The price to buy one share of Class C or Class I is its NAV. Class C shares are sold without a front-end sales charge, but may be subject to a contingent deferred sales charge (CDSC) upon redemption. Class I shares are sold without a sales charge.

If you pay a front-end sales charge, your price will be Class A’s or Class M’s offering price. When you buy Class A or Class M shares at the offering price, Fidelity deducts the appropriate sales charge and invests the rest in Class A or Class M shares of the fund. If you qualify for a front-end sales charge waiver, your price will be Class A’s or Class M’s NAV.


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The offering price of Class A or Class M is its NAV plus the sales charge. The offering price is calculated by dividing Class A’s or Class M’s NAV by the difference between one and the applicable front-end sales charge percentage and rounding to the nearest cent.

The dollar amount of the sales charge for Class A or Class M is the difference between the offering price of the shares purchased and the NAV of those shares. Since the offering price per share is calculated to the nearest cent using standard rounding criteria, the percentage sales charge you actually pay may be higher or lower than the sales charge percentages shown in this prospectus due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class’s NAV.

Shares will be bought at the offering price or NAV, as applicable, next calculated after an order is received in proper form.

It is the responsibility of your investment professional to transmit your order to buy shares to Fidelity before the close of business on the day you place your order.

Each fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be bought at the offering price or NAV, as applicable, next calculated after the order is received by the authorized intermediary. Orders by funds of funds for which Fidelity serves as investment manager will be treated as received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.

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

If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees a fund or Fidelity has incurred.

Shares can be bought or sold through investment professionals using an automated order placement and settlement system that guarantees payment for orders on a specified date.

Certain financial institutions that meet creditworthiness criteria established by FDC may enter confirmed purchase orders on behalf of customers by phone, with payment to follow no later than close of business on the next business day. If payment is not received by that time, the order will be canceled and the financial institution will be liable for any losses.

Under applicable anti-money laundering rules and other regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.

Selling Shares

The price to sell one share of Class A, Class M, or Class C is its NAV, minus any applicable CDSC. The price to sell one share of Class I is its NAV.

Shares will be sold at the NAV next calculated after an order is received in proper form, minus any applicable CDSC. Normally, redemptions will be processed by the next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect a fund.

It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you place your order.


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Each fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order in proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received by the authorized intermediary, minus any applicable CDSC. Orders by funds of funds for which Fidelity serves as investment manager will be treated as received by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.

See “Policies Concerning the Redemption of Fund Shares” below for additional redemption information.

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances, such as:

 

    When you wish to sell more than $100,000 worth of shares.

 

    When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an address different than the record address.

 

    When you are requesting that redemption proceeds be paid to someone other than the account owner.

 

    In certain situations when the redemption proceeds are being transferred to a Fidelity® account with a different registration.

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

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

 

    If you are selling some but not all of your shares, keep your fund balance above the required minimum to keep your fund position open, except fund positions not subject to balance minimums.

 

    Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected.

 

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

 

    Redemption proceeds may be paid in securities or other property rather than in cash if the Adviser determines it is in the best interests of a fund.

 

    You will not receive interest on amounts represented by uncashed redemption checks.

 

    Under applicable anti-money laundering rules and other regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

Policies Concerning the Redemption of Fund Shares

If your account is held directly with a fund, the length of time that a fund typically expects to pay redemption proceeds depends on the method you have elected to receive such proceeds. A fund typically expects to make payment of redemption proceeds by wire, automated clearing house (ACH) or by issuing a check by the next business day following receipt of a redemption order in proper form. Proceeds from the periodic and automatic sale of shares of a Fidelity® money market fund that are used to buy shares of another Fidelity® fund are settled simultaneously.

If your account is held through an intermediary, the length of time that a fund typically expects to pay redemption proceeds depends, in part, on the terms of the agreement in place between the intermediary and a fund. For redemption proceeds that are paid either directly to you from a fund or to your intermediary for transmittal to you, a fund typically expects to make payments by wire, by ACH or by issuing a check on the next business day following receipt of a redemption order in proper form from the intermediary by a fund. Redemption orders that are processed through investment professionals that utilize the National Securities Clearing Corporation will generally settle one to three business days following receipt of a redemption order in proper form.


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As noted elsewhere, payment of redemption proceeds may take longer than the time a fund typically expects and may take up to seven days from the date of receipt of the redemption order as permitted by applicable law.

Redemption Methods Available. Generally a fund expects to pay redemption proceeds in cash. To do so, a fund typically expects to satisfy redemption requests either by using available cash (or cash equivalents) or by selling portfolio securities. On a less regular basis, a fund may also satisfy redemption requests by utilizing one or more of the following sources, if permitted: borrowing from another Fidelity® fund; drawing on an available line or lines of credit from a bank or banks; or using reverse repurchase agreements. These methods may be used during both normal and stressed market conditions.

In addition to paying redemption proceeds in cash, a fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash (redemption in-kind). Redemption in-kind proceeds will typically be made by delivering the selected securities to the redeeming shareholder within seven days after the receipt of the redemption order in proper form by a fund.

Exchanging Shares

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

As a Class A shareholder, you have the privilege of exchanging Class A shares for the same class of shares of other Fidelity® funds that offer Advisor classes of shares at NAV or for Daily Money Class shares of Fidelity® funds that offer Daily Money Class shares.

As a Class M shareholder, you have the privilege of exchanging Class M shares for the same class of shares of other Fidelity® funds that offer Advisor classes of shares at NAV or for Advisor M Class shares of Fidelity® Government Money Market Fund. If you purchased your Class M shares through certain investment professionals that have signed an agreement with FDC, you also have the privilege of exchanging your Class M shares for shares of Fidelity® Capital Appreciation Fund.

As a Class C shareholder, you have the privilege of exchanging Class C shares for the same class of shares of other Fidelity® funds that offer Advisor classes of shares or for Advisor C Class shares of Fidelity® Treasury Money Market Fund.

As a Class I shareholder, you have the privilege of exchanging Class I shares for the same class of shares of other Fidelity® funds that offer Advisor classes of shares or for shares of Fidelity® funds.

Through your investment professional, you may also move between certain share classes of the same fund. For more information, see the statement of additional information (SAI) or consult your investment professional.

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

 

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

 

    Each fund may refuse any exchange purchase for any reason. For example, each fund may refuse exchange purchases by any person or group if, in the Adviser’s judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.

 

    An exchange of shares is not subject to any applicable CDSCs.

 

    Before any exchange, read the prospectus for the shares you are purchasing, including any purchase and sale requirements.

 

    The shares you are acquiring by exchange must be available for sale in your state.

 

    Exchanges may have tax consequences for you.


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    If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may be additional requirements.

 

    Under applicable anti-money laundering rules and other regulations, exchange requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

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

Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged. Check each fund’s prospectus for details.

Account Features and Policies

Features

The following features may be available to buy and sell shares of a fund. Visit institutional.fidelity.com or contact your investment professional for more information.

Electronic Funds Transfer (Fidelity Advisor Money Line®): electronic money movement through the Automated Clearing House

 

    To transfer money between a bank account and your fund account.

 

    You can use electronic funds transfer to:

 

    Make periodic (automatic) purchases of shares.

 

    Make periodic (automatic) redemptions of shares.

Wire: electronic money movement through the Federal Reserve wire system

 

    To transfer money between a bank account and your fund account.

Automatic Transactions for Class A, Class M, and Class C: periodic (automatic) transactions

 

    To make contributions from your fund account to your Fidelity Advisor® IRA.

 

    To sell shares of a Fidelity® money market fund and simultaneously to buy shares of a Fidelity® fund that offers Advisor classes of shares.

Policies

The following policies apply to you as a shareholder.

Statements that Fidelity sends to you, if applicable, include the following:

 

    Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the fund or another fund and certain transactions through automatic investment or withdrawal programs).

 

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


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Current regulations allow Fidelity to send a single copy of shareholder documents for Fidelity® funds, such as prospectuses, annual and semiannual reports, and proxy materials, to certain mutual fund customers whom we believe are members of the same family who share the same address. For certain types of accounts, we will not send multiple copies of these documents to you and members of your family who share the same address. Instead, we will send only a single copy of these documents. This will continue for as long as you are a shareholder, unless you notify us otherwise. If at any time you choose to receive individual copies of any documents, please call 1-877-208-0098. We will begin sending individual copies to you within 30 days of receiving your call.

You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.

You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations. In addition, each fund reserves the right to involuntarily redeem an account in the case of: (i) actual or suspected threatening conduct or actual or suspected fraudulent, illegal or suspicious activity by the account owner or any other individual associated with the account; or (ii) the failure of the account owner to provide information to the funds related to opening the accounts. Your shares will be sold at the NAV, minus any applicable shareholder fees, calculated on the day Fidelity closes your fund position.

If your fund balance falls below $1,000 worth of shares for any reason, including solely due to declines in NAV, and you do not increase your balance, Fidelity may sell all of your shares and send the proceeds to you after providing you with at least 30 days’ notice to reestablish the minimum balance. Your shares will be sold at the NAV, minus any applicable shareholder fees, on the day Fidelity closes your fund position. Certain fund positions are not subject to these balance requirements and will not be closed for failure to maintain a minimum balance.

Fidelity may charge a fee for certain services, such as providing historical account documents.

Dividends and Capital Gain Distributions

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

Each of Fidelity Asset Manager® 40% and Fidelity Asset Manager® 50% normally pays dividends in April, July, October, and December and capital gain distributions in December. Each of Fidelity Asset Manager® 60%, Fidelity Asset Manager® 70%, and Fidelity Asset Manager® 85% normally pays dividends and capital gain distributions in December.

Each of Fidelity Asset Manager® 20% and Fidelity Asset Manager® 30% normally pays dividends monthly (except January) and capital gain distributions in December.


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Distribution Options

When you open an account, specify on your application how you want to receive your distributions. The following distribution options are available:

1. Reinvestment Option. Any dividends and capital gain distributions will be automatically reinvested in additional shares. If you do not indicate a choice on your application, you will be assigned this option.

2. Income-Earned Option. Any capital gain distributions will be automatically reinvested in additional shares. Any dividends will be paid in cash.

3. Cash Option. Any dividends and capital gain distributions will be paid in cash.

4. Directed Dividends® Option. Any dividends will be automatically invested in the same class of shares of another identically registered Fidelity® fund. Any capital gain distributions will be automatically invested in the same class of shares of another identically registered Fidelity® fund, automatically reinvested in additional shares of the fund, or paid in cash.

Not all distribution options may be available for every account and certain restrictions may apply. If the option you prefer is not listed on your account application, or if you want to change your current option, contact your investment professional directly or call Fidelity.

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

Tax Consequences

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

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

For federal tax purposes, certain of each fund’s distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of each fund’s distributions, including distributions of long-term capital gains, are taxable to you generally as capital gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met). Because each bond fund’s income is primarily derived from interest, dividends from each bond fund generally will not qualify for the long-term capital gains tax rates available to individuals.

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

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

Taxes on Transactions

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


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Fund Services

Fund Management

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

Adviser

Fidelity Management & Research Company (FMR). The Adviser is each fund’s manager. The address of the Adviser is 245 Summer Street, Boston, Massachusetts 02210.

As of December 31, 2016, the Adviser had approximately $219.0 billion in discretionary assets under management, and approximately $2.13 trillion when combined with all of its affiliates’ assets under management.

As the manager, the Adviser has overall responsibility for directing each fund’s investments and handling its business affairs.

Sub-Adviser(s)

Fidelity Investments Money Management, Inc. (FIMM), at 245 Summer Street, Boston, Massachusetts 02210, serves as a sub-adviser for the funds. FIMM has day-to-day responsibility for choosing certain types of investments for the funds.

FIMM is an affiliate of the Adviser. As of December 31, 2016, FIMM had approximately $689.2 billion in discretionary assets under management.

FMR Co., Inc. (FMRC), at 245 Summer Street, Boston, Massachusetts 02210, serves as a sub-adviser for each fund. FMRC has day-to-day responsibility for choosing certain types of investments for each fund.

FMRC is an affiliate of the Adviser. As of December 31, 2016, FMRC had approximately $919.5 billion in discretionary assets under management.

FMR Investment Management (UK) Limited (FMR UK), at 1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom, serves as a sub-adviser for each fund. As of December 31, 2016, FMR UK had approximately $16.9 billion in discretionary assets under management. FMR UK may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR UK is an affiliate of the Adviser.

Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for each fund. As of December 31, 2016, FMR H.K. had approximately $12.3 billion in discretionary assets under management. FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR H.K. is an affiliate of the Adviser.

Fidelity Management & Research (Japan) Limited (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, serves as a sub-adviser for each fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for each fund. FMR Japan is an affiliate of the Adviser.


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Portfolio Manager(s)

Geoff Stein is portfolio manager of the funds, which he has managed since June 2009. He also manages other funds. Since joining Fidelity Investments in 1994, Mr. Stein has worked as director of the Portfolio Analysis Group, director of Portfolio Strategy for Strategic Advisers, Inc., and as a portfolio manager.

The SAI provides additional information about the compensation of, any other accounts managed by, and any fund shares held by the portfolio manager.

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

Advisory Fee(s)

Each fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund’s average net assets throughout the month.

The group fee rate is based on the average net assets of all the mutual funds advised by FMR. For this purpose, the average net assets of any mutual funds previously advised by FMR that currently are advised by Fidelity SelectCo, LLC are included. This rate cannot rise above 0.52% for Fidelity Asset Manager® 50%, Fidelity Asset Manager® 60%, Fidelity Asset Manager® 70%, and Fidelity Asset Manager® 85% or 0.37% for Fidelity Asset Manager® 20%, Fidelity Asset Manager® 30%, and Fidelity Asset Manager® 40%, and it drops as total assets under management increase.

For September 2017, the group fee rate was 0.11% for Fidelity Asset Manager® 20%, Fidelity Asset Manager® 30%, and Fidelity Asset Manager® 40% and the group fee rate was 0.24% for Fidelity Asset Manager® 50%, Fidelity Asset Manager® 60%, Fidelity Asset Manager® 70%, and Fidelity Asset Manager® 85%. The individual fund fee rate is 0.25% for Fidelity Asset Manager 50% and 0.30% for Fidelity Asset Manager® 20%, Fidelity Asset Manager® 30%, Fidelity Asset Manager® 40%, Fidelity Asset Manager® 60%, Fidelity Asset Manager® 70%, and Fidelity Asset Manager® 85%.

The total management fee, as a percentage of a fund’s average net assets, for the fiscal year ended September 30, 2017, for each fund is shown in the following table. Because each fund’s management fee rate may fluctuate, a fund’s management fee may be higher or lower in the future.

 

Fidelity Asset Manager® 20%

     0.41

Fidelity Asset Manager® 30%

     0.41

Fidelity Asset Manager® 40%

     0.41

Fidelity Asset Manager® 50%

     0.50

Fidelity Asset Manager® 60%

     0.55

Fidelity Asset Manager® 70%

     0.55

Fidelity Asset Manager® 85%

     0.55

The Adviser pays FIMM, FMRC, FMR UK, FMR H.K., and FMR Japan for providing sub-advisory services.

The basis for the Board of Trustees approving the management contract and sub-advisory agreements for each fund is available in each fund’s annual report for the fiscal period ended September 30, 2017.


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From time to time, the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining the ability to be repaid if expenses fall below the specified limit prior to the end of the fiscal year.

Reimbursement or waiver arrangements can decrease expenses and boost performance.

The 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, fees and expenses of the Independent Trustees, proxy and shareholder meeting expenses, 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.

 

Fidelity Asset Manager® 20%

     Class A     Class M     Class C     Class I

Rate

     0.90     1.15     1.65     0.65

Fidelity Asset Manager® 30%

     Class A     Class M     Class C     Class I

Rate

     0.90     1.15     1.65     0.65

Fidelity Asset Manager® 40%

     Class A     Class M     Class C     Class I

Rate

     0.90     1.15     1.65     0.65

Fidelity Asset Manager® 50%

     Class A     Class M     Class C     Class I

Rate

     1.10     1.35     1.85     0.85

Fidelity Asset Manager® 60%

     Class A     Class M     Class C     Class I

Rate

     1.10     1.35     1.85     0.85

Fidelity Asset Manager® 70%

     Class A     Class M     Class C     Class I

Rate

     1.25     1.50     2.00     1.00

Fidelity Asset Manager® 85%

     Class A     Class M     Class C     Class I

Rate

     1.25     1.50     2.00     1.00

Fund Distribution

Each fund is composed of multiple classes of shares. All classes of a fund have a common investment objective and investment portfolio.

FDC distributes each class’s shares.

Intermediaries may receive from the Adviser, FDC, and/or their affiliates compensation for their services intended to result in the sale of class shares. This compensation may take the form of (as applicable):

 

    Sales charges and concessions (not applicable to Class I shares).

 

    Distribution and/or service (12b-1) fees (not applicable to Class I shares).

 

    Finder’s fees (not applicable to Class C and Class I shares).

 

    Payments for additional distribution-related activities and/or shareholder services.

 

    Payments for educational seminars and training, including seminars sponsored by Fidelity, or by an intermediary.

These payments are described in more detail in this section and in the SAI. Please speak with your investment professional to learn more about any payments his or her firm may receive from the Adviser, FDC, and/or their affiliates, as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.

You may pay a sales charge when you buy or sell your Class A, Class M, and Class C shares.


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FDC collects the sales charge.

As described in detail in this section, you may be entitled to a waiver of your sales charge, or to pay a reduced sales charge, when you buy or sell Class A, Class M, and Class C shares. In the event of changes in sales charges, sales charges, if any, in effect at the time of purchase generally will apply.

The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from a fund or through an intermediary. Intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or CDSC (back-end) waivers. Please see “Sales Charge Waiver Policies Applied by Certain Intermediaries” in the “Appendix” section of the prospectus. In all instances, it is the purchaser’s responsibility to notify a fund or the purchaser’s intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, shareholders will have to purchase fund shares directly from a fund or through another intermediary to receive these waivers or discounts.

The front-end sales charge will be reduced for purchases of Class A and Class M shares according to the sales charge schedules below.

Sales Charges and Concessions—Class A

 

     Sales Charge        
    

As a % of

offering

price(a)

   

As an

approximate

% of net

amount

invested(a)

   

Investment

professional

concession as

% of offering

price

 

Less than $50,000(b)

     5.75     6.10     5.00

$50,000 but less than $100,000

     4.50     4.71     3.75

$100,000 but less than $250,000

     3.50     3.63     2.75

$250,000 but less than $500,000

     2.50     2.56     2.00

$500,000 but less than $1,000,000

     2.00     2.04     1.75

$1,000,000 but less than $4,000,000

     None     None     1.00 %(c)

$4,000,000 but less than $25,000,000

     None     None     0.50 %(c)

$25,000,000 or more

     None     None     0.25 %(c)

 

(a) The actual sales charge you pay may be higher or lower than those calculated using these percentages due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class’s NAV.
(b) Purchases of $10.00 or less will not pay a sales charge.
(c) Certain conditions and exceptions apply. See “Fund Services—Fund Distribution—Finder’s Fees.”

Investments in Class A shares of $1 million or more may, upon redemption less than 18 months after purchase, for any reason, including failure to maintain the account minimum, be assessed a CDSC of 1.00%. The actual CDSC you pay may be higher or lower than that calculated using this percentage due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class’s NAV.

When exchanging Class A shares of one fund for Class A shares of another Fidelity® fund that offers Advisor classes of shares or Daily Money Class shares of another Fidelity® fund that offers Daily Money Class shares, your Class A shares retain the CDSC schedule in effect when they were originally bought.


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Sales Charges and Concessions—Class M

 

     Sales Charge        
    

As a % of

offering

price(a)

   

As an

approximate

% of net

amount

invested(a)

   

Investment

professional

concession as

% of offering

price

 

Less than $50,000 (b)

     3.50     3.63     3.00

$50,000 but less than $100,000

     3.00     3.09     2.50

$100,000 but less than $250,000

     2.50     2.56     2.00

$250,000 but less than $500,000

     1.50     1.52     1.25

$500,000 but less than $1,000,000

     1.00     1.01     0.75

$1,000,000 or more

     None     None     0.25 %(c)

 

(a) The actual sales charge you pay may be higher or lower than those calculated using these percentages due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class’s NAV.
(b) Purchases of $10.00 or less will not pay a sales charge.
(c) Certain conditions and exceptions apply. See “Fund Services—Fund Distribution—Finder’s Fees.”

Investments in Class M shares of $1 million or more may, upon redemption less than one year after purchase, for any reason, including failure to maintain the account minimum, be assessed a CDSC of 0.25%. The actual CDSC you pay may be higher or lower than that calculated using this percentage due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class’s NAV.

When exchanging Class M shares of one fund for Class M shares of another Fidelity® fund that offers Advisor classes of shares or Advisor M Class shares of Fidelity® Government Money Market Fund, your Class M shares retain the CDSC schedule in effect when they were originally bought.

Class A or Class M shares purchased by an individual or company through the Combined Purchase, Rights of Accumulation, or Letter of Intent program may receive a reduced front-end sales charge according to the sales charge schedules above. To qualify for a Class A or Class M front-end sales charge reduction under one of these programs, you must notify Fidelity in advance of your purchase.

Combined Purchase, Rights of Accumulation, and Letter of Intent Programs. The following qualify as an “individual” or “company” for the purposes of determining eligibility for the Combined Purchase and Rights of Accumulation program: an individual, spouse, and their children under age 21 purchasing for his/her or their own account; a trustee, administrator, or other fiduciary purchasing for a single trust estate or a single fiduciary account or for a single or parent-subsidiary group of “employee benefit plans” (except SEP and SARSEP plans and plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs; and tax-exempt organizations (as defined in Section 501(c)(3) of the Internal Revenue Code). The following qualify as an “individual” or “company” for the purposes of determining eligibility for the Letter of Intent program: an individual, spouse, and their children under age 21 purchasing for his/her or their own account; a trustee, administrator, or other fiduciary purchasing for a single trust estate or a single fiduciary account (except SEP and SARSEP plans and plans covering self-employed individuals and their employees (formerly Keogh/H.R. 10 plans)); an IRA or plans covering sole-proprietors (formerly Keogh/H.R. 10 plans); plans investing through the Fidelity Advisor® 403(b) program; and tax-exempt organizations (as defined in Section 501(c)(3) of the Internal Revenue Code).

Combined Purchase. To receive a Class A or Class M front-end sales charge reduction, if you are a new shareholder, you may combine your purchase of Class A or Class M shares with purchases of: (i) Class A, Class M, and Class C shares of any Fidelity® fund that offers Advisor classes of shares, (ii) Advisor C Class shares of Fidelity® Treasury Money Market Fund, and (iii) Class A Units (New and Old), Class C Units, Class D Units, and Class P Units of the Fidelity Advisor® 529 Plan. Purchases may be aggregated across multiple intermediaries on the same day for the purpose of qualifying for the Combined Purchase program.


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Rights of Accumulation. To receive a Class A or Class M front-end sales charge reduction, if you are an existing shareholder, you may add to your purchase of Class A or Class M shares the current value of your holdings in: (i) Class A, Class M, and Class C shares of any Fidelity® fund that offers Advisor classes of shares, (ii) Advisor C Class shares of Fidelity® Treasury Money Market Fund, (iii) Daily Money Class shares of a fund that offers Daily Money Class shares acquired by exchange from any Fidelity® fund that offers Advisor classes of shares, (iv) Class O shares of Fidelity Advisor® Diversified Stock Fund and Fidelity Advisor® Capital Development Fund, and (v) Class A Units (New and Old), Class C Units, Class D Units, and Class P Units of the Fidelity Advisor® 529 Plan. The current value of your holdings is determined at the NAV at the close of business on the day prior to your purchase of Class A or Class M shares. The current value of your holdings will be added to your purchase of Class A or Class M shares for the purpose of qualifying for the Rights of Accumulation program. Purchases and holdings may be aggregated across multiple intermediaries for the purpose of qualifying for the Rights of Accumulation program.

Letter of Intent. You may receive a Class A or Class M front-end sales charge reduction on your purchases of Class A and Class M shares made during a 13-month period by signing a Letter of Intent (Letter). File your Letter with Fidelity no later than the date of the initial purchase toward completing your Letter. Each Class A or Class M purchase you make toward completing your Letter will be entitled to the reduced front-end sales charge applicable to the total investment indicated in the Letter. Purchases of the following may be aggregated for the purpose of completing your Letter: (i) Class A and Class M shares of any Fidelity® fund that offers Advisor classes of shares (except those acquired by exchange from Daily Money Class shares of a fund that offers Daily Money Class shares that had been previously exchanged from a Fidelity® fund that offers Advisor classes of shares), (ii) Class C shares of any Fidelity® fund that offers Advisor classes of shares, (iii) Advisor C Class shares of Fidelity® Treasury Money Market Fund, and (iv) Class A Units (New and Old), Class C Units, Class D Units, and Class P Units of the Fidelity Advisor® 529 Plan. Reinvested income and capital gain distributions will not be considered purchases for the purpose of completing your Letter. Purchases may be aggregated across multiple intermediaries for the purpose of qualifying for the Letter of Intent program. Your initial purchase toward completing your Letter must be at least 5% of the total investment specified in your Letter. Fidelity will register Class A or Class M shares equal to 5% of the total investment specified in your Letter in your name and will hold those shares in escrow. You will earn income, dividends and capital gain distributions on escrowed Class A and Class M shares. The escrow will be released when you complete your Letter. You are not obligated to complete your Letter. If you do not complete your Letter, you must pay the increased front-end sales charges due in accordance with the sales charge schedule in effect when your shares were originally bought. Fidelity may redeem sufficient escrowed Class A or Class M shares to pay any applicable front-end sales charges. If you purchase more than the amount specified in your Letter and qualify for additional Class A or Class M front-end sales charge reductions, the front-end sales charge will be adjusted to reflect your total purchase at the end of 13 months and the surplus amount will be applied to your purchase of additional Class A or Class M shares at the then-current offering price applicable to the total investment.

Detailed information about these programs also is available on institutional.fidelity.com. In order to obtain the benefit of a front-end sales charge reduction for which you may be eligible, you may need to inform your investment professional of other accounts you, your spouse, or your children maintain with your investment professional or other investment professionals from the same intermediary.

Class C shares may, upon redemption less than one year after purchase, for any reason, including failure to maintain the account minimum, be assessed a CDSC of 1.00%. The actual CDSC you pay may be higher or lower than that calculated using this percentage due to rounding. The impact of rounding may vary with the amount of your investment and the size of the class’s NAV.

Investment professionals will receive as compensation from FDC, at the time of the sale, a concession equal to 1.00% of your purchase of Class C shares. A concession will not apply to Class C shares acquired through reinvestment of dividends or capital gain distributions.


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The CDSC for Class A, Class M, and Class C shares will be calculated based on the lesser of the cost of each class’s shares, as applicable, at the initial date of purchase or the value of those shares, as applicable, at redemption, not including any reinvested dividends or capital gains. Class A, Class M, and Class C shares acquired through reinvestment of dividends or capital gain distributions will not be subject to a CDSC. In determining the applicability and rate of any CDSC at redemption, shares representing reinvested dividends and capital gains will be redeemed first, followed by those shares that have been held for the longest period of time.

A front-end sales charge will not apply to the following Class A or Class M shares:

 

  1. Purchased for an employee benefit plan other than a plan investing through the Fidelity Advisor® 403(b) program. For this purpose, employee benefit plans generally include 401(a), 401(k), 403(b), and 457(b) governmental plans, but do not include: IRAs, SIMPLE, SEP, or SARSEP plans; or health savings accounts.

 

  2. Purchased for an insurance company separate account.

 

  3. Purchased for managed account programs that charge an asset-based fee by a broker-dealer, registered investment adviser, insurance company, trust institution or bank trust department.

 

  4. Purchased with the proceeds of a redemption of Fidelity® or Fidelity Advisor® fund shares held in (i) an insurance company separate account, or (ii) an employee benefit plan (as described in waiver number 1 above, including the Fidelity Advisor® 403(b) program), the proceeds of which must be reinvested directly into Fidelity Advisor® fund shares held in an account for which Fidelity Management Trust Company or an affiliate serves as custodian.

 

  5. Purchased with any proceeds of a distribution from a Fidelity® recordkept employee benefit plan (as described in waiver number 1 above, including the Fidelity Advisor® 403(b) program) that is rolled directly into a Fidelity Advisor® IRA for which Fidelity Management Trust Company or an affiliate serves as custodian.

 

  6. Purchased by a bank trust officer, registered representative, or other employee (or a member of one of their immediate families) of intermediaries having agreements with FDC. A member of the immediate family of a bank trust officer, a registered representative, or other employee of intermediaries having agreements with FDC, is a spouse of one of those individuals, an account for which one of those individuals is acting as custodian for a minor child, and a trust account that is registered for the sole benefit of a minor child of one of those individuals.

 

  7. Purchased to repay a loan against Class A or Class M shares held in the investor’s Fidelity Advisor® 403(b) program.

 

  8. Purchased for an employer-sponsored health savings account.

 

  9. (Applicable only to Class A purchases after October 23, 2009) Purchased by a shareholder who redeemed Destiny® Plan assets and received the proceeds in the form of directly held shares of a Fidelity Advisor® fund after September 30, 2008.

 

  10. Purchased for a mutual fund only brokerage platform that charges a platform entrance fee and where the distributor has agreed with the broker to participate in such platform.

Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (1940 Act), FDC exercises its right to waive each class’s front-end sales charge on shares acquired through reinvestment of dividends and capital gain distributions or in connection with a fund’s merger with or acquisition of any investment company or trust. FDC also exercises its right to waive Class A’s and Class M’s front-end sales charge on purchases of $10.00 or less.

The CDSC may be waived on the redemption of shares (applies to Class A, Class M, and Class C, unless otherwise noted):

 

  1. For disability or death.

 

  2. From employer-sponsored retirement plans (except SIMPLE IRAs, SEPs, and SARSEPs) starting the year in which age 70 12 is attained.

 

  3. For minimum required distributions from Traditional IRAs, Rollover IRAs, SIMPLE IRAs, SEPs, and SARSEPs (excludes Roth accounts) starting the year in which age 70 12 is attained.

 

  4. Through the Fidelity Advisor® Systematic Withdrawal Program, if the amount does not exceed 12% of the account balance in a rolling 12-month period.

 

  5. (Applicable to Class A and Class M only) Held by insurance company separate accounts.


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  6. (Applicable to Class A and Class M only) From an employee benefit plan (except SIMPLE IRAs, SEPs, SARSEPs, and plans covering self-employed individuals and their employees) or 403(b) programs (except Fidelity Advisor® 403(b) programs for which Fidelity or an affiliate serves as custodian).

 

  7. (Applicable to Class A and Class M only) On which a finder’s fee was eligible to be paid to an investment professional at the time of purchase, but was not paid because payment was declined (to determine your eligibility for this CDSC waiver, please ask your investment professional if he or she received a finder’s fee at the time of purchase).

 

  8. (Applicable to Class C only) On which investment professionals did not receive a concession at the time of purchase.

To qualify for a Class A or Class M front-end sales charge reduction or waiver, you must notify Fidelity in advance of your purchase.

You may be required to notify Fidelity in advance of your redemption to qualify for a Class A, Class M, or Class C CDSC waiver.

Information on sales charge reductions and waivers is available free of charge on institutional.fidelity.com.

Finder’s Fees. Finder’s fees may be paid to investment professionals who sell Class A and Class M shares in purchase amounts of $1 million or more. For Class A share purchases, investment professionals may be compensated at the time of purchase with a finder’s fee at the rate of 1.00% of the purchase amount for purchases of $1 million up to $4 million, 0.50% of the purchase amount for purchases of $4 million up to $25 million, and 0.25% of the purchase amount for purchases of $25 million or more. For Class M share purchases, investment professionals may be compensated at the time of purchase with a finder’s fee at the rate of 0.25% of the purchase amount.

Investment professionals may be eligible for a finder’s fee on the following purchases of Class A and Class M shares made through broker-dealers and banks: a trade that brings the value of the accumulated account(s) of an investor, including a 403(b) program or an employee benefit plan (except a SEP or SARSEP plan or a plan covering self-employed individuals and their employees (formerly a Keogh/H.R. 10 plan)), over $1 million; a trade for an investor with an accumulated account value of $1 million or more; and an incremental trade toward an investor’s $1 million Letter. Accumulated account value for purposes of finder’s fees eligibility is determined the same as it is for Rights of Accumulation. Daily Money Class shares of a fund that offers Daily Money Class shares are not counted for this purpose unless acquired by exchange from any Fidelity® fund that offers Advisor classes of shares. For information, see “Combined Purchase, Rights of Accumulation, and Letter of Intent Programs” above.

Finder’s fees are not paid in connection with purchases of Class A or Class M shares by insurance company separate accounts or managed account programs that charge an asset-based fee, or purchases of Class A or Class M shares made with the proceeds from the redemption of shares of any Fidelity® fund or any retirement plan recordkept at Fidelity.

Investment professionals should contact Fidelity in advance to determine if they qualify to receive a finder’s fee. Finder’s fees will be paid in connection with shares recordkept in a Fidelity Advisor® 401(k) Retirement Plan only at the time of the initial conversion of assets. Investment professionals should contact Fidelity for more information.

Reinstatement Privilege.If you have sold all or part of your Class A, Class M, or Class C shares of a fund, you may reinvest an amount equal to all or a portion of the redemption proceeds in the same class of the fund or another Fidelity® fund that offers Advisor classes of shares, at the NAV next determined after receipt in proper form of your investment order, provided that such reinvestment is made within 90 days of redemption. Under these circumstances, the dollar amount of the CDSC you paid, if any, on shares will be reimbursed to you by reinvesting that amount in Class A, Class M, or Class C shares, as applicable.

You must reinstate your shares into an account with the same registration. This privilege may be exercised only once by a shareholder with respect to a fund and certain restrictions may apply. For purposes of the CDSC schedule, the holding period will continue as if the Class A, Class M, or Class C shares had not been redeemed. To qualify for the reinstatement privilege, you must notify Fidelity in writing in advance of your reinvestment.


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Distribution and Service Plan(s)

Class A of each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act). Under the plan, Class A of each fund is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class A shares. Class A of each fund may pay this 12b-1 (distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees may determine from time to time. Currently, the Trustees have not approved such payments. The Trustees may approve 12b-1 (distribution) fee payments at an annual rate of up to 0.50% of Class A’s average net assets when the Trustees believe that it is in the best interests of Class A shareholders to do so.

In addition, pursuant to each Class A plan, Class A of each fund pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class A’s average net assets throughout the month for providing shareholder support services.

Except as provided below, FDC may reallow up to the full amount of this 12b-1 (service) fee to intermediaries, including its affiliates, for providing shareholder support services. For purchases of Class A shares on which a finder’s fee was paid to intermediaries, after the first year of investment, FDC may reallow up to the full amount of the 12b-1 (service) fee paid by such shares to intermediaries, including its affiliates, for providing shareholder support services.

Class M of each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class M of each fund is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class M shares. Class M of each fund may pay this 12b-1 (distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees may determine from time to time. Class M of each fund currently pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.25% of its average net assets throughout the month. Class M’s 12b-1 (distribution) fee rate for each fund may be increased only when the Trustees believe that it is in the best interests of Class M shareholders to do so.

FDC may reallow up to the full amount of this 12b-1 (distribution) fee to intermediaries, including its affiliates, for providing services intended to result in the sale of Class M shares.

In addition, pursuant to each Class M plan, Class M of each fund pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class M’s average net assets throughout the month for providing shareholder support services.

FDC may reallow up to the full amount of this 12b-1 (service) fee to intermediaries, including its affiliates, for providing shareholder support services.

Class C of each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. Under the plan, Class C of each fund is authorized to pay FDC a monthly 12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class C shares. Class C of each fund currently pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.75% of its average net assets throughout the month.

In addition, pursuant to each Class C plan, Class C of each fund pays FDC a monthly 12b-1 (service) fee at an annual rate of 0.25% of Class C’s average net assets throughout the month for providing shareholder support services.

Normally, after the first year of investment, FDC may reallow up to the full amount of the 12b-1 (distribution) fees to intermediaries, including its affiliates, for providing services intended to result in the sale of Class C shares and may reallow up to the full amount of the 12b-1 (service) fee to intermediaries, including its affiliates, for providing shareholder support services.

For purchases of Class C shares made through reinvestment of dividends or capital gain distributions, during the first year of investment and thereafter, FDC may reallow up to the full amount of this 12b-1 (distribution) fee paid by such shares to intermediaries, including its affiliates, for providing services intended to result in the sale of Class C shares and may reallow up to the full amount of this 12b-1 (service) fee paid by such shares to intermediaries, including its affiliates, for providing shareholder support services.


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Any fees paid out of Class A’s, Class M’s, or Class C’s assets on an ongoing basis pursuant to a Distribution and Service Plan will increase the cost of your investment and may cost you more than paying other types of sales charges.

In addition to the above payments, each Class A, Class M, and Class C plan specifically recognizes that the Adviser may make payments from its management fee revenue, past profits, or other resources to FDC for expenses incurred in connection with providing services intended to result in the sale of Class A, Class M, or Class C shares and/or shareholder support services. The Adviser, directly or through FDC or one or more affiliates, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of each fund has authorized such payments for Class A, Class M, and Class C.

Class I of each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act that recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Class I shares and/or shareholder support services. The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of each fund has authorized such payments for Class I.

If payments made by the Adviser to FDC or to intermediaries under Class I’s Distribution and Service Plan were considered to be paid out of Class I’s assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales charges.

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

Appendix

Financial Highlights

Financial Highlights are intended to help you understand the financial history of fund shares for the past 5 years (or, if shorter, the period of operations). Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in shares (assuming reinvestment of all dividends and distributions). The annual information has been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report, along with fund financial statements, is included in the annual report. Annual reports are available for free upon request.

Fidelity Asset Manager 20% Class A

 

Years ended September 30,    2017      2016      2015     2014      2013  

Selected Per–Share Data

             

Net asset value, beginning of period

   $ 13.24      $ 12.93      $ 13.56     $ 13.42      $ 13.37  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Income from Investment Operations

             

Net investment income (loss)A

     .16        .19        .18       .16        .14  

Net realized and unrealized gain (loss)

     .37        .59        (.22     .44        .31  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 


Table of Contents

Total from investment operations

     .53       .78       (.04     .60       .45  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.16     (.20     (.17     (.15     (.14

Distributions from net realized gain

     (.07     (.27     (.42     (.30     (.27
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.22 )B     (.47     (.59     (.46 )C     (.40 )D
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 13.55     $ 13.24     $ 12.93     $ 13.56     $ 13.42  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnE,F

     4.08     6.18     (.33 )%      4.54     3.47

Ratios to Average Net AssetsG,H

          

Expenses before reductions

     .84     .83     .83     .82     .82

Expenses net of fee waivers, if any

     .84     .83     .83     .82     .82

Expenses net of all reductions

     .83     .83     .83     .82     .82

Net investment income (loss)

     1.21     1.47     1.32     1.16     1.03

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 39,787     $ 42,221     $ 38,841     $ 38,733     $ 43,449  

Portfolio turnover rateI

     22     19     20     13     27

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.22 per share is comprised of distributions from net investment income of $.157 and distributions from net realized gain of $.065 per share.
C Total distributions of $.46 per share is comprised of distributions from net investment income of $.154 and distributions from net realized gain of $.302 per share.
D Total distributions of $.40 per share is comprised of distributions from net investment income of $.137 and distributions from net realized gain of $.266 per share.
E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
F Total returns do not include the effect of the sales charges.
G Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
I Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 20% Class M

 

Years ended September 30,    2017      2016      2015     2014      2013  

Selected Per–Share Data

             

Net asset value, beginning of period

   $ 13.21      $ 12.90      $ 13.53     $ 13.40      $ 13.34  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Income from Investment Operations

             

Net investment income (loss)A

     .13        .16        .14       .12        .10  

Net realized and unrealized gain (loss)

     .37        .58        (.21     .43        .33  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 


Table of Contents

Total from investment operations

     .50       .74       (.07     .55       .43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.12     (.17     (.14     (.12     (.10

Distributions from net realized gain

     (.07     (.27     (.42     (.30     (.27
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.19     (.43 )B     (.56     (.42     (.37
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 13.52     $ 13.21     $ 12.90     $ 13.53     $ 13.40  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC,D

     3.81     5.93     (.59 )%      4.20     3.28

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     1.10     1.09     1.10     1.10     1.10

Expenses net of fee waivers, if any

     1.10     1.09     1.10     1.10     1.10

Expenses net of all reductions

     1.10     1.09     1.10     1.09     1.09

Net investment income (loss)

     .95     1.21     1.06     .89     .75

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 22,474     $ 25,052     $ 19,162     $ 21,010     $ 19,844  

Portfolio turnover rateG

     22     19     20     13     27

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.43 per share is comprised of distributions from net investment income of $.165 and distributions from net realized gain of $.269 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Total returns do not include the effect of the sales charges.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 20% Class C

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 13.17     $ 12.85     $ 13.48     $ 13.35     $ 13.30  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .06       .09       .07       .05       .03  

Net realized and unrealized gain (loss)

     .36       .60       (.21     .43       .33  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .42       .69       (.14     .48       .36  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.06     (.10     (.07     (.05     (.04

Distributions from net realized gain

     (.07     (.27     (.42     (.30     (.27
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.12 )B     (.37     (.49     (.35     (.31
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 13.47     $ 13.17     $ 12.85     $ 13.48     $ 13.35  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


Table of Contents

Total ReturnC,D

     3.25     5.49     (1.09 )%      3.70     2.73

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     1.59     1.59     1.60     1.60     1.60

Expenses net of fee waivers, if any

     1.59     1.59     1.60     1.60     1.60

Expenses net of all reductions

     1.59     1.59     1.60     1.60     1.59

Net investment income (loss)

     .45     .71     .56     .39     .25

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 28,217     $ 29,337     $ 28,515     $ 26,225     $ 24,910  

Portfolio turnover rateG

     22     19     20     13     27

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.12 per share is comprised of distributions from net investment income of $.058 and distributions from net realized gain of $.065 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Total returns do not include the effect of the contingent deferred sales charge.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 20% Class I

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 13.26     $ 12.94     $ 13.57     $ 13.44     $ 13.38  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .20       .22       .21       .19       .17  

Net realized and unrealized gain (loss)

     .37       .60       (.21     .43       .33  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .57       .82       –         .62       .50  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.19     (.24     (.21     (.19     (.17

Distributions from net realized gain

     (.07     (.27     (.42     (.30     (.27
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.26     (.50 )B     (.63     (.49     (.44
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 13.57     $ 13.26     $ 12.94     $ 13.57     $ 13.44  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC

     4.35     6.56     (.08 )%      4.74     3.83

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     .56     .57     .57     .56     .57

Expenses net of fee waivers, if any

     .56     .57     .57     .56     .57

Expenses net of all reductions

     .56     .57     .57     .56     .56


Table of Contents

Net investment income (loss)

     1.48     1.73     1.59     1.42     1.29

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 50,272     $ 27,315     $ 16,388     $ 14,204     $ 32,926  

Portfolio turnover rateF

     22     19     20     13     27

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.50 per share is comprised of distributions from net investment income of $.235 and distributions from net realized gain of $.269 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 30% Class A

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 10.62     $ 10.19     $ 10.71     $ 10.43     $ 10.15  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .13       .16       .15       .14       .12  

Net realized and unrealized gain (loss)

     .51       .60       (.23     .46       .44  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .64       .76       (.08     .60       .56  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.13     (.17     (.15     (.13     (.11

Distributions from net realized gain

     (.02     (.16     (.30     (.18     (.17
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.15     (.33     (.44 )B     (.32 )C     (.28
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.11     $ 10.62     $ 10.19     $ 10.71     $ 10.43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnD,E

     6.06     7.61     (.79 )%      5.83     5.64

Ratios to Average Net AssetsF,G

          

Expenses before reductions

     .85     .85     .86     .85     .87

Expenses net of fee waivers, if any

     .85     .85     .86     .85     .87

Expenses net of all reductions

     .85     .85     .86     .85     .87

Net investment income (loss)

     1.24     1.58     1.45     1.29     1.15

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 22,457     $ 23,868     $ 21,424     $ 22,071     $ 15,100  

Portfolio turnover rateH

     24     24     22     13     20

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.44 per share is comprised of distributions from net investment income of $.145 and distributions from net realized gain of $.298 per share.


Table of Contents
C Total distributions of $.32 per share is comprised of distributions from net investment income of $.134 and distributions from net realized gain of $.183 per share.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Total returns do not include the effect of the sales charges.
F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 30% Class M

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 10.61     $ 10.18     $ 10.70     $ 10.42     $ 10.14  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .11       .14       .13       .11       .09  

Net realized and unrealized gain (loss)

     .50       .59       (.23     .46       .44  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .61       .73       (.10     .57       .53  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.10     (.14     (.12     (.10     (.08

Distributions from net realized gain

     (.02     (.16     (.30     (.18     (.17
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.12     (.30     (.42     (.29 )B     (.25
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.10     $ 10.61     $ 10.18     $ 10.70     $ 10.42  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC,D

     5.81     7.33     (1.02 )%      5.53     5.37

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     1.11     1.11     1.12     1.13     1.13

Expenses net of fee waivers, if any

     1.11     1.11     1.12     1.13     1.13

Expenses net of all reductions

     1.11     1.11     1.12     1.13     1.13

Net investment income (loss)

     .98     1.32     1.18     1.01     .89

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 13,023     $ 11,834     $ 11,098     $ 9,932     $ 7,064  

Portfolio turnover rateG

     24     24     22     13     20

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.29 per share is comprised of distributions from net investment income of $.103 and distributions from net realized gain of $.183 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.


Table of Contents
D Total returns do not include the effect of the sales charges.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 30% Class C

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 10.57     $ 10.14     $ 10.66     $ 10.38     $ 10.12  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .05       .08       .07       .06       .04  

Net realized and unrealized gain (loss)

     .49       .60       (.22     .46       .43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .54       .68       (.15     .52       .47  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.05     (.09     (.07     (.06     (.04

Distributions from net realized gain

     (.02     (.16     (.30     (.18     (.17
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.07     (.25     (.37     (.24     (.21
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.04     $ 10.57     $ 10.14     $ 10.66     $ 10.38  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB,C

     5.16     6.85     (1.51 )%      5.09     4.75

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     1.61     1.61     1.62     1.62     1.64

Expenses net of fee waivers, if any

     1.61     1.61     1.62     1.62     1.64

Expenses net of all reductions

     1.61     1.61     1.61     1.61     1.63

Net investment income (loss)

     .47     .82     .69     .52     .39

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 20,979     $ 21,579     $ 19,621     $ 16,976     $ 12,001  

Portfolio turnover rateF

     24     24     22     13     20

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Total returns do not include the effect of the contingent deferred sales charge.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


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Fidelity Asset Manager 30% Class I

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 10.62     $ 10.20     $ 10.71     $ 10.43     $ 10.16  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .16       .19       .18       .16       .14  

Net realized and unrealized gain (loss)

     .50       .59       (.22     .47       .44  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .66       .78       (.04     .63       .58  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.15     (.20     (.17     (.16     (.13

Distributions from net realized gain

     (.02     (.16     (.30     (.18     (.17
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.17     (.36     (.47     (.35 )B     (.31 )C
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.11     $ 10.62     $ 10.20     $ 10.71     $ 10.43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnD

     6.32     7.80     (.46 )%      6.12     5.81

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     .62     .60     .61     .62     .62

Expenses net of fee waivers, if any

     .62     .60     .61     .62     .62

Expenses net of all reductions

     .62     .60     .61     .62     .62

Net investment income (loss)

     1.46     1.84     1.69     1.52     1.40

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 20,500     $ 11,501     $ 8,759     $ 8,616     $ 4,663  

Portfolio turnover rateG

     24     24     22     13     20

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.35 per share is comprised of distributions from net investment income of $.163 and distributions from net realized gain of $.183 per share.
C Total distributions of $.31 per share is comprised of distributions from net investment income of $.133 and distributions from net realized gain of $.174 per share.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


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Fidelity Asset Manager 40% Class A

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 10.95     $ 10.39     $ 10.96     $ 10.66     $ 10.11  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .14       .16       .16       .14       .12  

Net realized and unrealized gain (loss)

     .73       .70       (.28     .59       .66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .87       .86       (.12     .73       .78  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.13     (.17     (.14     (.15     (.10

Distributions from net realized gain

     (.02     (.13     (.31     (.28     (.13
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.15     (.30     (.45     (.43     (.23
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.67     $ 10.95     $ 10.39     $ 10.96     $ 10.66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB,C

     8.01     8.44     (1.19 )%      6.98     7.88

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     .84     .84     .85     .85     .87

Expenses net of fee waivers, if any

     .84     .84     .85     .85     .87

Expenses net of all reductions

     .84     .84     .84     .85     .86

Net investment income (loss)

     1.21     1.53     1.44     1.31     1.21

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 36,200     $ 40,046     $ 30,959     $ 25,419     $ 16,042  

Portfolio turnover rateF

     20     22     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Total returns do not include the effect of the sales charges.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 40% Class M

 

Years ended September 30,    2017      2016      2015     2014      2013  

Selected Per–Share Data

             

Net asset value, beginning of period

   $ 10.93      $ 10.37      $ 10.94     $ 10.64      $ 10.09  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Income from Investment Operations

             

Net investment income (loss)A

     .11        .13        .13       .11        .10  

Net realized and unrealized gain (loss)

     .73        .70        (.28     .59        .66  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Total from investment operations

     .84        .83        (.15     .70        .76  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 


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Distributions from net investment income

     (.10     (.14     (.11     (.12     (.08

Distributions from net realized gain

     (.02     (.13     (.31     (.28     (.13
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.12     (.27     (.42     (.40     (.21
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.65     $ 10.93     $ 10.37     $ 10.94     $ 10.64  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB,C

     7.75     8.12     (1.45 )%      6.72     7.62

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     1.12     1.12     1.11     1.12     1.14

Expenses net of fee waivers, if any

     1.11     1.12     1.11     1.12     1.14

Expenses net of all reductions

     1.11     1.12     1.10     1.12     1.13

Net investment income (loss)

     .94     1.25     1.18     1.04     .94

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 11,665     $ 10,297     $ 9,309     $ 8,295     $ 6,969  

Portfolio turnover rateF

     20     22     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Total returns do not include the effect of the sales charges.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 40% Class C

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 10.90     $ 10.34     $ 10.91     $ 10.62     $ 10.08  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .05       .08       .07       .06       .04  

Net realized and unrealized gain (loss)

     .73       .70       (.27     .58       .66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .78       .78       (.20     .64       .70  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.05     (.09     (.06     (.07     (.03

Distributions from net realized gain

     (.02     (.13     (.31     (.28     (.13
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.07     (.22     (.37     (.35     (.16
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.61     $ 10.90     $ 10.34     $ 10.91     $ 10.62  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB,C

     7.16     7.62     (1.94 )%      6.17     7.02

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     1.61     1.61     1.62     1.62     1.64


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Expenses net of fee waivers, if any

     1.61     1.61     1.62     1.62     1.64

Expenses net of all reductions

     1.61     1.61     1.62     1.62     1.63

Net investment income (loss)

     .45     .76     .67     .54     .44

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 23,354     $ 22,064     $ 19,515     $ 15,769     $ 9,272  

Portfolio turnover rateF

     20     22     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Total returns do not include the effect of the contingent deferred sales charge.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 40% Class I

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 10.95     $ 10.39     $ 10.96     $ 10.66     $ 10.11  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .17       .19       .18       .17       .15  

Net realized and unrealized gain (loss)

     .73       .69       (.27     .58       .66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     .90       .88       (.09     .75       .81  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.16     (.19     (.17     (.18     (.13

Distributions from net realized gain

     (.02     (.13     (.31     (.28     (.13
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.18     (.32     (.48     (.45 )B     (.26
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 11.67     $ 10.95     $ 10.39     $ 10.96     $ 10.66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC

     8.32     8.67     (.90 )%      7.25     8.15

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     .56     .58     .60     .58     .63

Expenses net of fee waivers, if any

     .56     .58     .60     .58     .63

Expenses net of all reductions

     .56     .58     .60     .57     .62

Net investment income (loss)

     1.49     1.79     1.69     1.59     1.45

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 20,025     $ 15,525     $ 20,038     $ 4,256     $ 1,196  

Portfolio turnover rateF

     20     22     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.45 per share is comprised of distributions from net investment income of $.176 and distributions from net realized gain of $.276 per share.


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C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 50% Class A

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.91     $ 16.33     $ 17.99     $ 17.78     $ 16.36  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .19       .23       .23       .22       .19  

Net realized and unrealized gain (loss)

     1.46       1.21       (.50     1.13       1.43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.65       1.44       (.27     1.35       1.62  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.18     (.25     (.22     (.23     (.19

Distributions from net realized gain

     (.09     (.62     (1.17     (.91     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.27     (.86 )B     (1.39     (1.14     (.20 )C
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 18.29     $ 16.91     $ 16.33     $ 17.99     $ 17.78  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnD,E

     9.90     9.19     (1.70 )%      7.96     10.01

Ratios to Average Net AssetsF,G

          

Expenses before reductions

     .96     .96     .96     .95     .99

Expenses net of fee waivers, if any

     .96     .96     .96     .95     .99

Expenses net of all reductions

     .95     .96     .95     .95     .98

Net investment income (loss)

     1.08     1.42     1.34     1.24     1.12

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 75,623     $ 77,724     $ 70,616     $ 72,246     $ 74,128  

Portfolio turnover rateH

     20     19     17     10     21

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.86 per share is comprised of distributions from net investment income of $.247 and distributions from net realized gain of $.616 per share.
C Total distributions of $.20 per share is comprised of distributions from net investment income of $.187 and distributions from net realized gain of $.015 per share.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Total returns do not include the effect of the sales charges.


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F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 50% Class M

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.90     $ 16.31     $ 17.97     $ 17.76     $ 16.34  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .14       .19       .19       .17       .15  

Net realized and unrealized gain (loss)

     1.46       1.22       (.51     1.14       1.43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.60       1.41       (.32     1.31       1.58  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.14     (.20     (.17     (.19     (.15

Distributions from net realized gain

     (.09     (.62     (1.17     (.91     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.23     (.82     (1.34     (1.10     (.16 )B
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 18.27     $ 16.90     $ 16.31     $ 17.97     $ 17.76  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC,D

     9.57     8.97     (1.98 )%      7.69     9.76

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     1.21     1.22     1.22     1.22     1.24

Expenses net of fee waivers, if any

     1.21     1.22     1.22     1.22     1.24

Expenses net of all reductions

     1.21     1.22     1.22     1.22     1.22

Net investment income (loss)

     .83     1.15     1.07     .97     .87

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 36,209     $ 32,431     $ 30,381     $ 32,372     $ 28,826  

Portfolio turnover rateG

     20     19     17     10     21

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.16 per share is comprised of distributions from net investment income of $.148 and distributions from net realized gain of $.015 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Total returns do not include the effect of the sales charges.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F  Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


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Fidelity Asset Manager 50% Class C

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.79     $ 16.21     $ 17.88     $ 17.68     $ 16.27  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .05       .11       .10       .08       .06  

Net realized and unrealized gain (loss)

     1.46       1.21       (.52     1.13       1.43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.51       1.32       (.42     1.21       1.49  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.06     (.12     (.08     (.10     (.07

Distributions from net realized gain

     (.09     (.62     (1.17     (.91     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.15     (.74     (1.25     (1.01     (.08 )B
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 18.15     $ 16.79     $ 16.21     $ 17.88     $ 17.68  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC,D

     9.07     8.42     (2.52 )%      7.16     9.21

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     1.72     1.72     1.72     1.72     1.74

Expenses net of fee waivers, if any

     1.72     1.72     1.72     1.72     1.74

Expenses net of all reductions

     1.71     1.72     1.72     1.72     1.73

Net investment income (loss)

     .32     .66     .57     .47     .37

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 41,900     $ 42,706     $ 42,095     $ 38,792     $ 31,204  

Portfolio turnover rateG

     20     19     17     10     21

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.08 per share is comprised of distributions from net investment income of $.068 and distributions from net realized gain of $.015 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Total returns do not include the effect of the contingent deferred sales charge.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


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Fidelity Asset Manager 50% Class I

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.95     $ 16.36     $ 18.03     $ 17.81     $ 16.39  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .24       .27       .28       .27       .24  

Net realized and unrealized gain (loss)

     1.46       1.23       (.52     1.14       1.43  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.70       1.50       (.24     1.41       1.67  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.23     (.29     (.26     (.28     (.23

Distributions from net realized gain

     (.09     (.62     (1.17     (.91     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.32     (.91     (1.43     (1.19     (.25
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 18.33     $ 16.95     $ 16.36     $ 18.03     $ 17.81  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB

     10.17     9.53     (1.50 )%      8.29     10.28

Ratios to Average Net AssetsC,D

          

Expenses before reductions

     .68     .70     .70     .71     .72

Expenses net of fee waivers, if any

     .68     .70     .70     .71     .72

Expenses net of all reductions

     .68     .70     .69     .71     .71

Net investment income (loss)

     1.35     1.68     1.59     1.48     1.39

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 42,497     $ 39,673     $ 33,434     $ 33,575     $ 21,429  

Portfolio turnover rateE

     20     19     17     10     21

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
D Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 60% Class A

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 11.24     $ 10.60     $ 11.53     $ 11.17     $ 10.16  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .11       .14       .14       .12       .11  

Net realized and unrealized gain (loss)

     1.21       .90       (.39     .83       1.10  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.32       1.04       (.25     .95       1.21  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.12     (.15     (.12     (.09     (.09

Distributions from net realized gain

     (.02     (.25     (.56     (.50     (.11
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


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Total distributions

     (.14     (.40     (.68     (.59     (.20
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 12.42     $ 11.24     $ 10.60     $ 11.53     $ 11.17  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB,C

     11.86     10.10     (2.36 )%      8.87     12.15

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     1.03     1.03     1.04     1.03     1.06

Expenses net of fee waivers, if any

     1.03     1.03     1.03     1.03     1.06

Expenses net of all reductions

     1.02     1.03     1.03     1.03     1.05

Net investment income (loss)

     .98     1.30     1.20     1.08     1.02

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 59,049     $ 59,027     $ 53,879     $ 53,382     $ 41,926  

Portfolio turnover rateF

     18     21     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Total returns do not include the effect of the sales charges.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 60% Class M

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 11.17     $ 10.55     $ 11.48     $ 11.12     $ 10.12  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .09       .11       .11       .09       .08  

Net realized and unrealized gain (loss)

     1.19       .88       (.39     .84       1.09  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.28       .99       (.28     .93       1.17  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.09     (.13     (.09     (.07     (.06

Distributions from net realized gain

     (.02     (.25     (.56     (.50     (.11
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.11     (.37 )B     (.65     (.57     (.17
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 12.34     $ 11.17     $ 10.55     $ 11.48     $ 11.12  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC,D

     11.58     9.68     (2.63 )%      8.66     11.78

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     1.28     1.29     1.29     1.30     1.32

Expenses net of fee waivers, if any

     1.28     1.29     1.29     1.30     1.32

Expenses net of all reductions

     1.27     1.28     1.28     1.30     1.31


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Net investment income (loss)

     .73     1.04     .94     .81     .76

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 20,860     $ 16,763     $ 16,210     $ 14,759     $ 13,639  

Portfolio turnover rateG

     18     21     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.37 per share is comprised of distributions from net investment income of $.127 and distributions from net realized gain of $.247 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Total returns do not include the effect of the sales charges.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 60% Class C

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 11.04     $ 10.42     $ 11.35     $ 11.04     $ 10.06  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .03       .06       .05       .04       .02  

Net realized and unrealized gain (loss)

     1.17       .88       (.38     .81       1.10  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.20       .94       (.33     .85       1.12  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.04     (.08     (.04     (.04     (.02

Distributions from net realized gain

     (.02     (.25     (.56     (.50     (.11
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.06     (.32 )B     (.60     (.54     (.14 )C
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 12.18     $ 11.04     $ 10.42     $ 11.35     $ 11.04  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnD,E

     10.94     9.27     (3.08 )%      7.98     11.24

Ratios to Average Net AssetsF,G

          

Expenses before reductions

     1.78     1.78     1.80     1.80     1.84

Expenses net of fee waivers, if any

     1.78     1.78     1.79     1.80     1.84

Expenses net of all reductions

     1.78     1.78     1.79     1.80     1.83

Net investment income (loss)

     .23     .54     .44     .31     .24

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 37,384     $ 34,037     $ 30,147     $ 25,867     $ 18,390  

Portfolio turnover rateH

     18     21     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.32 per share is comprised of distributions from net investment income of $.076 and distributions from net realized gain of $.247 per share.


Table of Contents
C Total distributions of $.14 per share is comprised of distributions from net investment income of $.024 and distributions from net realized gain of $.112 per share.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Total returns do not include the effect of the contingent deferred sales charge.
F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 60% Class I

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 11.30     $ 10.66     $ 11.59     $ 11.22     $ 10.21  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .15       .17       .17       .15       .13  

Net realized and unrealized gain (loss)

     1.20       .90       (.39     .83       1.10  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.35       1.07       (.22     .98       1.23  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.15     (.18     (.15     (.11     (.11

Distributions from net realized gain

     (.02     (.25     (.56     (.50     (.11
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.17     (.43     (.71     (.61     (.22
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 12.48     $ 11.30     $ 10.66     $ 11.59     $ 11.22  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB

     12.16     10.37     (2.08 )%      9.15     12.35

Ratios to Average Net AssetsC,D

          

Expenses before reductions

     .75     .75     .76     .78     .82

Expenses net of fee waivers, if any

     .74     .74     .76     .78     .82

Expenses net of all reductions

     .74     .74     .75     .78     .81

Net investment income (loss)

     1.26     1.58     1.47     1.33     1.26

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 26,423     $ 18,651     $ 15,574     $ 14,122     $ 8,540  

Portfolio turnover rateE

     18     21     22     11     22

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.


Table of Contents
C Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
D Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 70% Class A

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 19.78     $ 18.84     $ 21.24     $ 19.60     $ 17.33  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .19       .22       .22       .21       .18  

Net realized and unrealized gain (loss)

     2.53       1.70       (.80     1.67       2.31  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.72       1.92       (.58     1.88       2.49  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.20     (.25     (.22     (.16     (.19

Distributions from net realized gain

     (.04     (.73     (1.60     (.07     (.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.24     (.98     (1.82     (.24 )B     (.22
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 22.26     $ 19.78     $ 18.84     $ 21.24     $ 19.60  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC,D

     13.89     10.57     (2.96 )%      9.65     14.56

Ratios to Average Net AssetsE,F

          

Expenses before reductions

     1.02     1.02     1.03     1.03     1.06

Expenses net of fee waivers, if any

     1.01     1.02     1.03     1.03     1.06

Expenses net of all reductions

     1.01     1.02     1.02     1.03     1.04

Net investment income (loss)

     .90     1.17     1.07     1.00     .98

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 146,562     $ 146,585     $ 134,849     $ 143,310     $ 127,865  

Portfolio turnover rateG

     19     21     20     13     20

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.24 per share is comprised of distributions from net investment income of $.161 and distributions from net realized gain of $.074 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Total returns do not include the effect of the sales charges.
E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


Table of Contents

Fidelity Asset Manager 70% Class M

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 19.77     $ 18.82     $ 21.22     $ 19.58     $ 17.30  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .13       .17       .17       .15       .13  

Net realized and unrealized gain (loss)

     2.54       1.70       (.80     1.67       2.32  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.67       1.87       (.63     1.82       2.45  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.15     (.20     (.16     (.11     (.14

Distributions from net realized gain

     (.04     (.73     (1.60     (.07     (.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.19     (.92 )B      (1.77 )C      (.18     (.17
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 22.25     $ 19.77     $ 18.82     $ 21.22     $ 19.58  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnD,E

     13.63     10.31     (3.25 )%      9.38     14.31

Ratios to Average Net AssetsF,G

          

Expenses before reductions

     1.27     1.28     1.29     1.29     1.32

Expenses net of fee waivers, if any

     1.27     1.28     1.28     1.29     1.32

Expenses net of all reductions

     1.27     1.28     1.28     1.29     1.30

Net investment income (loss)

     .64     .91     .81     .74     .72

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 53,245     $ 48,149     $ 46,685     $ 49,337     $ 44,421  

Portfolio turnover rateH

     19     21     20     13     20

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.92 per share is comprised of distributions from net investment income of $.195 and distributions from net realized gain of $.726 per share.
C Total distributions of $1.77 per share is comprised of distributions from net investment income of $.161 and distributions from net realized gain of $1.604 per share.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Total returns do not include the effect of the sales charges.
F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


Table of Contents

Fidelity Asset Manager 70% Class C

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 19.63     $ 18.69     $ 21.08     $ 19.48     $ 17.23  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .03       .08       .06       .05       .04  

Net realized and unrealized gain (loss)

     2.51       1.69       (.78     1.66       2.31  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.54       1.77       (.72     1.71       2.35  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.05     (.10     (.07     (.04     (.07

Distributions from net realized gain

     (.04     (.73     (1.60     (.07     (.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.09     (.83     (1.67     (.11     (.10
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 22.08     $ 19.63     $ 18.69     $ 21.08     $ 19.48  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnB,C

     13.00     9.78     (3.69 )%      8.82     13.70

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     1.77     1.78     1.79     1.79     1.81

Expenses net of fee waivers, if any

     1.77     1.78     1.78     1.79     1.81

Expenses net of all reductions

     1.77     1.78     1.78     1.78     1.79

Net investment income (loss)

     .14     .41     .32     .25     .23

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 59,046     $ 56,605     $ 52,860     $ 55,104     $ 46,498  

Portfolio turnover rateF

     19     21     20     13     20

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Total returns do not include the effect of the contingent deferred sales charge.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.


Table of Contents

Fidelity Asset Manager 70% Class I

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 19.85     $ 18.90     $ 21.31     $ 19.66     $ 17.38  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .24       .28       .27       .26       .23  

Net realized and unrealized gain (loss)

     2.54       1.70       (.80     1.68       2.32  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.78       1.98       (.53     1.94       2.55  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.26     (.30     (.27     (.22     (.24

Distributions from net realized gain

     (.04     (.73     (1.60     (.07     (.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.30     (1.03     (1.88 )B     (.29     (.27
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 22.33     $ 19.85     $ 18.90     $ 21.31     $ 19.66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnC

     14.22     10.92     (2.73 )%      9.98     14.90

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     .74     .74     .76     .77     .79

Expenses net of fee waivers, if any

     .74     .74     .76     .77     .79

Expenses net of all reductions

     .73     .74     .75     .77     .77

Net investment income (loss)

     1.17     1.45     1.34     1.26     1.25

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 79,461     $ 42,321     $ 42,581     $ 40,561     $ 31,955  

Portfolio turnover rateF

     19     21     20     13     20

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $1.88 per share is comprised of distributions from net investment income of $.273 and distributions from net realized gain of $1.604 per share.
C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 85% Class A

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.45     $ 15.42     $ 17.64     $ 16.38     $ 14.03  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .13       .14       .14       .16       .14  

Net realized and unrealized gain (loss)

     2.61       1.59       (.77     1.64       2.38  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.74       1.73       (.63     1.80       2.52  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.13     (.17     (.17     (.11     (.14

Distributions from net realized gain

     (.05     (.53     (1.43     (.42     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.17 )B     (.70     (1.59 )C     (.54 )D     (.17 )E
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 19.02     $ 16.45     $ 15.42     $ 17.64     $ 16.38  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnF,G

     16.83     11.62     (3.86 )%      11.24     18.14

Ratios to Average Net AssetsH,I

          


Table of Contents

Expenses before reductions

     1.04     1.05     1.05     1.04     1.05

Expenses net of fee waivers, if any

     1.04     1.05     1.05     1.04     1.05

Expenses net of all reductions

     1.03     1.05     1.04     1.04     1.03

Net investment income (loss)

     .74     .90     .85     .92     .91

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 92,868     $ 78,147     $ 66,006     $ 66,659     $ 82,805  

Portfolio turnover rateJ

     23     22     29     14     22

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.17 per share is comprised of distributions from net investment income of $.125 and distributions from net realized gain of $.047 per share.
C Total distributions of $1.59 per share is comprised of distributions from net investment income of $.167 and distributions from net realized gain of $1.427 per share.
D Total distributions of $.54 per share is comprised of distributions from net investment income of $.114 and distributions from net realized gain of $.423 per share.
E Total distributions of $.17 per share is comprised of distributions from net investment income of $.142 and distributions from net realized gain of $.024 per share.
F Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
G Total returns do not include the effect of the sales charges.
H Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
I Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
J Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 85% Class M

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.34     $ 15.32     $ 17.56     $ 16.32     $ 13.97  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .08       .10       .10       .11       .09  

Net realized and unrealized gain (loss)

     2.61       1.58       (.78     1.63       2.38  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.69       1.68       (.68     1.74       2.47  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.07     (.13     (.13     (.08     (.10

Distributions from net realized gain

     (.05     (.53     (1.43     (.42     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.12     (.66     (1.56     (.50     (.12
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 18.91     $ 16.34     $ 15.32     $ 17.56     $ 16.32  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


Table of Contents

Total ReturnB,C

     16.54     11.31     (4.21 )%      10.92     17.85

Ratios to Average Net AssetsD,E

          

Expenses before reductions

     1.31     1.32     1.33     1.33     1.35

Expenses net of fee waivers, if any

     1.31     1.32     1.33     1.33     1.35

Expenses net of all reductions

     1.31     1.32     1.32     1.33     1.33

Net investment income (loss)

     .46     .63     .57     .63     .61

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 24,207     $ 19,582     $ 18,991     $ 17,690     $ 13,606  

Portfolio turnover rateF

     23     22     29     14     22

 

A Calculated based on average shares outstanding during the period.
B Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
C Total returns do not include the effect of the sales charges.
D Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
E Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 85% Class C

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.14     $ 15.14     $ 17.37     $ 16.16     $ 13.85  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     B     .02       .02       .03       .02  

Net realized and unrealized gain (loss)

     2.56       1.57       (.76     1.61       2.35  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.56       1.59       (.74     1.64       2.37  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.01     (.06     (.06     (.01     (.04

Distributions from net realized gain

     (.05     (.53     (1.43     (.42     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.05 )C     (.59     (1.49     (.43     (.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 18.65     $ 16.14     $ 15.14     $ 17.37     $ 16.16  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnD,E

     15.94     10.80     (4.62 )%      10.37     17.22

Ratios to Average Net AssetsF,G

          

Expenses before reductions

     1.79     1.80     1.81     1.81     1.84

Expenses net of fee waivers, if any

     1.79     1.80     1.81     1.81     1.83

Expenses net of all reductions

     1.78     1.80     1.80     1.81     1.81

Net investment income (loss)

     (.01 )%      .15     .10     .15     .13

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 44,313     $ 38,916     $ 34,590     $ 30,717     $ 21,781  

Portfolio turnover rateH

     23     22     29     14     22


Table of Contents
A Calculated based on average shares outstanding during the period.
B Amount represents less than $.005 per share.
C Total distributions of $.05 per share is comprised of distributions from net investment income of $.007 and distributions from net realized gain of $.047 per share.
D Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
E Total returns do not include the effect of the contingent deferred sales charge.
F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Fidelity Asset Manager 85% Class I

 

Years ended September 30,    2017     2016     2015     2014     2013  

Selected Per–Share Data

          

Net asset value, beginning of period

   $ 16.55     $ 15.51     $ 17.74     $ 16.48     $ 14.11  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Investment Operations

          

Net investment income (loss)A

     .18       .19       .19       .21       .18  

Net realized and unrealized gain (loss)

     2.63       1.60       (.76     1.64       2.39  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     2.81       1.79       (.57     1.85       2.57  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Distributions from net investment income

     (.16     (.21     (.23     (.16     (.17

Distributions from net realized gain

     (.05     (.53     (1.43     (.42     (.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total distributions

     (.21     (.75 )B     (1.66     (.59 )C     (.20 )D
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 19.15     $ 16.55     $ 15.51     $ 17.74     $ 16.48  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total ReturnE

     17.16     11.93     (3.52 )%      11.49     18.45

Ratios to Average Net AssetsF,G

          

Expenses before reductions

     .76     .75     .76     .76     .79

Expenses net of fee waivers, if any

     .76     .75     .76     .76     .79

Expenses net of all reductions

     .75     .75     .75     .76     .77

Net investment income (loss)

     1.02     1.20     1.15     1.19     1.17

Supplemental Data

          

Net assets, end of period (000 omitted)

   $ 38,765     $ 40,747     $ 38,697     $ 41,775     $ 13,088  

Portfolio turnover rateH

     23     22     29     14     22

 

A Calculated based on average shares outstanding during the period.
B Total distributions of $.75 per share is comprised of distributions from net investment income of $.214 and distributions from net realized gain of $.533 per share.


Table of Contents
C Total distributions of $.59 per share is comprised of distributions from net investment income of $.162 and distributions from net realized gain of $.423 per share.
D Total distributions of $.20 per share is comprised of distributions from net investment income of $.174 and distributions from net realized gain of $.024 per share.
E Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.
F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. Based on their most recent shareholder report date, the expenses ranged from less than .005% to .07%.
G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.
H Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

Additional Index Information

Fidelity Asset Manager 20% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 14%; Bloomberg Barclays U.S. Aggregate Bond Index - 50%; MSCI ACWI (All Country World Index) ex USA Index - 6%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 30%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 30% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 21%; Bloomberg Barclays U.S. Aggregate Bond Index - 50%; MSCI ACWI (All Country World Index) ex USA Index - 9%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 20%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 40% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 28%; Bloomberg Barclays U.S. Aggregate Bond Index - 45%; MSCI ACWI (All Country World Index) ex USA Index - 12%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 15%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 50% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 35%; Bloomberg Barclays U.S. Aggregate Bond Index - 40%; MSCI ACWI (All Country World Index) ex USA Index - 15%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 10%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 60% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 42%; Bloomberg Barclays U.S. Aggregate Bond Index - 35%; MSCI ACWI (All Country World Index) ex USA Index - 18%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 5%. The composition differed in periods prior to October 1, 2015.


Table of Contents

Fidelity Asset Manager 70% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 49%; Bloomberg Barclays U.S. Aggregate Bond Index - 25%; MSCI ACWI (All Country World Index) ex USA Index - 21%; and Bloomberg Barclays U.S. 3 Month Treasury Bellwether Index - 5%. The composition differed in periods prior to October 1, 2015.

Fidelity Asset Manager 85% Composite IndexSM is a customized blend of unmanaged indices, weighted as follows: Dow Jones U.S. Total Stock Market IndexSM - 60%; Bloomberg Barclays U.S. Aggregate Bond Index - 15%; and MSCI ACWI (All Country World Index) ex USA Index - 25%. The composition differed in periods prior to October 1, 2015.

Bloomberg Barclays U.S. Aggregate Bond Index is a broad-based, market-value-weighted benchmark that measures the performance of the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market. Sectors in the index include Treasuries, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM pass-throughs), ABS, and CMBS.

S&P 500® Index is a market capitalization-weighted index of 500 common stocks chosen for market size, liquidity, and industry group representation to represent U.S. equity performance.

Sales Charge Waiver Policies Applied by Certain Intermediaries

Merrill Lynch

Shareholders purchasing fund shares through a Merrill Lynch platform or account are eligible only for the following load waivers (front-end sales charge waivers and CDSC, or back-end, waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or SAI.

Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch:

Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan

Shares purchased by or through a 529 Plan

Shares purchased through a Merrill Lynch affiliated investment advisory program

Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform

Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable)

Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family)

Shares exchanged from Class C (i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date

Employees and registered representatives of Merrill Lynch or its affiliates and their family members

Directors or Trustees of the fund, and employees of the fund’s investment adviser or any of its affiliates, as described in the this prospectus

Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement)

CDSC Waivers on A, B, and C Shares available at Merrill Lynch:

Death or disability of the shareholder

Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus

Return of excess contributions from an IRA Account


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Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 12

Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch

Shares acquired through a right of reinstatement

Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only)

Front-end load Discounts Available at Merrill Lynch:

Breakpoints, Rights of Accumulation & Letters of Intent

Breakpoints as described in this prospectus

Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets

Letters of Intent which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable)

IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver’s license.

For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity’s control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers’ licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

You can obtain additional information about the funds. A description of each fund’s policies and procedures for disclosing its holdings is available in the funds’ SAI and on Fidelity’s web sites. The SAI also includes more detailed information about each fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). Each fund’s annual and semi-annual reports also include additional information. Each fund’s annual report includes a discussion of the fund’s holdings and recent market conditions and the fund’s investment strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about a fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity’s web site at institutional.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

The SAI, the funds’ annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC’s web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the funds, including the funds’ SAI, at the SEC’s Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC’s Public Reference Room.


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Investment Company Act of 1940, File Number, 811-03221

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.

Fidelity Advisor Asset Manager, Fidelity Asset Manager, Fidelity Investments & Pyramid Design, Fidelity, Fidelity Advisor, Directed Dividends, Fidelity Advisor Money Line, and Destiny are registered service marks of FMR LLC. © 2017 FMR LLC. All rights reserved.

Fidelity Asset Manager 20% Composite Index, Fidelity Asset Manager 30% Composite Index, Fidelity Asset Manager 40% Composite Index, Fidelity Asset Manager 50% Composite Index, Fidelity Asset Manager 60% Composite Index, Fidelity Asset Manager 70% Composite Index, and Fidelity Asset Manager 85% Composite Index are service marks of FMR LLC.

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

 

1.878287.109

   AAR-PRO-1117

 


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Fidelity Global Strategies Fund

(A Series of Fidelity Salem Street Trust)

Fidelity Global Balanced Fund

Fidelity Asset Manager 60%

(Series of Fidelity Charles Street Trust)

FORM N-14

STATEMENT OF ADDITIONAL INFORMATION

January 12, 2018

This Statement of Additional Information (SAI) relates to the proposed acquisition of Fidelity Global Balanced Fund (Global Balanced), a series of Fidelity Charles Street Trust, and Fidelity Global Strategies Fund (Global Strategies), a series of Fidelity Salem Street Trust, by Fidelity Asset Manager 60% (Asset Manager 60%), a series of Fidelity Charles Street Trust. This SAI contains information that may be of interest to shareholders, but which is not included in the Proxy Statement which relates to the Reorganization. As described in the Proxy Statement, Fidelity Asset Manager 60% will acquire all of the assets of Fidelity Global Balanced Fund and Fidelity Global Strategies Fund and assume all of Fidelity Global Balanced Fund’s and Fidelity Global Strategies’ liabilities, in exchange solely for corresponding shares of beneficial interest in Fidelity Asset Manager 60%.

This SAI is not a prospectus and should be read in conjunction with the Proxy Statement. The Proxy Statement has been filed with the Securities and Exchange Commission and may be obtained, without charge, from Fidelity Distributors Corporation, 100 Salem Street, Smithfield, RI 02917.

This SAI consists of this cover page and the following described documents, each of which is incorporated herein by reference:

 

  1. The Prospectuses (Class A, Class M, Class C, Class I, and Retail Class) of Fidelity Asset Manager 60% dated November 29, 2017, which was previously filed via EDGAR (Accession No. 0001379491-17-007755).

 

  2. The Statements of Additional Information (Class A, Class M, Class C, Class I, and Retail Class) of Fidelity Asset Manager 60% dated November 29, 2017, which was previously filed via EDGAR (Accession No. 0001379491-17-007755).

 

  3. The Prospectuses (Class A, Class M, Class C, Class I, and Retail Class) of Fidelity Global Balanced Fund dated December 30, 2016, as supplemented, which was previously filed via EDGAR (Accession No. 0001379491-17-000206).

 

  4. The Statements of Additional Information (Class A, Class M, Class C, Class I, and Retail Class) of Fidelity Global Balanced Fund dated December 30, 2016, as supplemented, which was previously filed via EDGAR (Accession No. 0001379491-17-000206).


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  5. The Prospectuses (Class A, Class M, Class C, Class I, and Retail Class) of Fidelity Global Strategies Fund dated July 29, 2017, as supplemented, which was previously filed via EDGAR (Accession No. 0001379491-17-004823).

 

  6. The Statements of Additional Information (Class A, Class M, Class C, Class I, and Retail Class) of Fidelity Global Strategies Fund dated July 29, 2017, as supplemented, which was previously filed via EDGAR (Accession No. 0001379491-17-004823).

 

  7. The Financial Statements included in the Annual Report of Fidelity Asset Manager 60% for the fiscal year ended September 30, 2017, which was previously filed via EDGAR (Accession No. 0001379491-17-007725).

 

  8. The Financial Statements included in the Annual Report of Fidelity Global Balanced Fund for the fiscal year ended October 31, 2016, which was previously filed via EDGAR (Accession No. 0001379491-16-008185).

 

  9. The Unaudited Financial Statements included in the Semiannual Report of Fidelity Global Balanced Fund for the fiscal period ended April 30, 2017 which was previously filed via EDGAR (Accession No. 0001379491-17-004235).

 

  10. The Financial Statements included in the Annual Report of Fidelity Global Strategies Fund for the fiscal year ended May 31, 2017, which was previously filed via EDGAR (Accession No. 0001379491-17-004708).

PRO FORMA FINANCIAL STATEMENTS

The Pro Forma Financial Statements for the Reorganization are provided on the following pages.


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Fidelity Charles Street Trust: Fidelity Global Balanced Fund

Fidelity Salem Street Trust: Fidelity Global Strategies Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Notes to Pro Forma Combined Financial Statements

(Unaudited)

1. Basis of Presentation:

The accompanying unaudited Pro Forma Combined Schedule of Investments and Statement of Assets and Liabilities reflect balances as of September 30, 2017 and the unaudited Pro Forma Combined Statement of Operations reflect results for the twelve months ended September 30, 2017. The unaudited pro forma financial statements are presented to show the effect of the proposed merger of Fidelity Global Balanced Fund and Fidelity Global Strategies Fund (the “Acquired Funds”) into Fidelity Asset Manager 60% Fund (the “Acquiring Fund”), the accounting survivor, as if the merger had occurred on the first day of the year presented (October 1, 2016). Each Fund offers Class A, Class M, Class C, Retail and Class I shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

The unaudited pro forma financial statements were derived from financial statements prepared for the Acquiring Funds and Acquired Fund in accordance with generally accepted accounting principles. The unaudited pro forma financial statements should be read in conjunction with the historical financial statements which are incorporated by reference in the Statement of Additional Information (“SAI”) to this Proxy Statement and Prospectus for the Acquired Funds and Acquiring Fund. The reorganization is expected to qualify as a tax-free transaction with no gain or loss recognized by the funds or their shareholders.

2. Investment Valuation:

The Funds may invest in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Funds’ Schedules of Investments list each of the Fidelity Central Funds held as of period end, if any, as an investment of each Fund, but do not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, each Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Board of Trustees (the Board) has delegated the day to day responsibility for the valuation of each Fund’s investments to the Fair Value Committee (the Committee) established by each Fund’s investment adviser. In accordance with valuation policies and procedures approved by the Board, the Acquired Fund and Acquiring Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Committee, in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund’s valuation policies and procedures and reports to the Board on the Committee’s activities and fair value determinations. The Board monitors the appropriateness of the procedures used in valuing each Fund’s investments and ratifies the fair value determinations of the Committee.

The Acquired Funds and Acquiring Fund categorize the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 – quoted prices in active markets for identical investments


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Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 – unobservable inputs (including the Fund’s own assumptions based on the best information available)

Valuation techniques used to value each Fund’s investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds, foreign government and government agency obligations, preferred securities, U.S. government and government agency obligations and commercial paper are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances. ETFs are valued at their last sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day but the exchange reports a closing bid level, ETFs are valued at the closing bid and would be categorized as Level 1 in the hierarchy. In the event there was no closing bid, ETFs may be valued by another method that the Board believes reflects fair value in accordance with the Board’s fair value pricing policies and may be categorized as Level 2 in the hierarchy.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of September 30, 2017, is included at the end of the listing within Fidelity Asset Manager 60% Combined Pro Forma Portfolio (unaudited).

3. Investment Transactions and Income.

For financial reporting purposes, the Funds’ investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Certain distributions received by the Funds represent a return of


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capital or capital gain. The Funds determine the components of these distributions subsequent to the ex-dividend date, based upon receipt of tax filings or other correspondence relating to the underlying investment. These distributions are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

4. Class Allocations and Expenses:

Investment income, realized and unrealized capital gains and losses, common expenses of each Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of each Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. Expenses included in the accompanying financial statements reflect the expenses of each Fund and do not include any expenses of the Fidelity Central Funds. Although not included in each Fund’s expenses, each Fund indirectly bears its proportionate share of the Fidelity Central Funds’ expenses through the impact of these expenses on each Fidelity Central Fund’s NAV.

5. Merger Costs:

Fidelity Global Balanced Fund and Fidelity Global Strategies Fund will bear their respective costs of the Reorganization, including professional fees, expenses associated with the filing of registration statements, and the cost of soliciting proxies for the Meeting, which will consist principally of printing and mailing prospectuses and Proxy Statement, together with the cost of any supplementary solicitation. For Fidelity Global Strategies Fund, FMR Co., Inc., the investment adviser, either itself or through an affiliated company, pays all other expenses of the Fund, excluding management fees, distribution and service fees and with certain exceptions such as interest expense and independent Trustees compensation. The estimated one time expenses related to the Reorganization for Fidelity Global Balanced Fund and Fidelity Global Strategies Fund is $46,000 and $22,000, respectively.

6. Capital Shares:

Shareholders of the Acquired Funds would become shareholders of the Acquiring Fund receiving shares of the corresponding class of the Acquiring Fund equal to the value of their holdings in each Acquired Fund. The amount of additional shares assumed to be issued was calculated based on the September 30, 2017 net assets of each Acquired Fund and the net asset value per share of the Acquiring Fund as disclosed within the Pro Forma Combined Statement of Assets and Liabilities (unaudited).

7. Use of Estimates:

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates.

8. Federal Income Taxes:

Each year, each of the Funds intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for income taxes is required.


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Fidelity Charles Street Trust: Fidelity Global Balanced Fund

Fidelity Salem Street Trust: Fidelity Global Strategies Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Statement of Assets & Liabilities

As of September 30, 2017 (Unaudited)

 

    Fidelity Global
Balanced Fund
    Fidelity Global
Strategies Fund
    Fidelity Asset
Manager 60%
                Fidelity Asset
Manager 60%
 
    (Acquired Fund)     (Acquired Fund)     (Acquiring Fund)     Combined     Adjustments     Pro Forma Combined  

Assets

           

Investments in securities, at value:

           

Unaffiliated issuers

  $ 459,613,523     $ 59,924,431     $ 82,904,576     $ 602,442,530     $ —       $ 602,442,530  

Fidelity Central Funds

    17,965,754       9,549,546       1,882,282,316       1,909,797,616       —         1,909,797,616  

Affiliated issuers

    —         104,111,711       —         104,111,711       —         104,111,711  

Cash

    —         6,019       —         6,019       —         6,019  

Receivable for investments sold

    3,333,553       —         1,892,489       5,226,042       —         5,226,042  

Receivable for fund shares sold

    105,788       108,177       1,295,911       1,509,876       —         1,509,876  

Dividends receivable

    697,604       8,089       —         705,693       —         705,693  

Distributions receivable from Fidelity Central Funds

    4,363       11,474       62,235       78,072       —         78,072  

Interest Receivable

    607,918       —         —         607,918       —         607,918  

Receivable for daily variation margin on future contracts

    —         —         —         —         —         —    

Prepaid expenses

    1,151       —         4,619       5,770       —         5,770  

Other receivables

    22,457       5,901       4,475       32,833       —         32,833  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    482,352,111       173,725,348       1,968,446,621       2,624,524,080       —         2,624,524,080  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

           

Payable to custodian Bank

  $ 1,739     $ —       $ —       $ 1,739     $ —       $ 1,739  

Payable for investments purchased

    2,626,3 25       8,042       7,826       2,642,193       —         2,642,193  

Payable for fund shares redeemed

    183,414       76,080       2,462,515       2,722,009       —         2,722,009  

Accrued management fee

    277,267       —         885,193       1,162,460       —         1,162,460  

Distribution and service plan fees payable

    —         34,165       51,911       86,076       —         86,076  

Other affiliated payables

    —         57,926       248,051       305,977       —         305,977  

Other payables and accrued expenses

    224,591 (a)      125 (b)      49,988       274,704       —         274,704  

Collateral on securities loaned, at value

    2,697,455       —         —         2,697,455       —         2,697,455  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    6,010,791       176,338       3,705,484       9,892,613       —         9,892,613  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Assets

  $ 476,341,320     $ 173,549,010     $ 1,964,741,137     $ 2,614,631,467       —       $ 2,614,631,467  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Assets consist of:

           

Paid in capital

  $ 400,499,197     $ 155,471,655     $ 1,635,152,261     $ 2,191,123,113       —       $ 2,191,123,113  

Undistributed net investment income (loss)

    1,424,818       1,931,599       15,717,836       19,074,253       —         19,074,253  

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

    19,302,842       9,361,388       (123,308,550     (94,644,320     —         (94,644,320

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currency transactions

    55,114,463       6,784,368       437,179,590       499,078,421       —         499,078,421  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Assets

  $ 476,341,320     $ 173,549,010     $ 1,964,741,137     $ 2,614,631,467       —       $ 2,614,631,467  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Book cost of respective Fund:

  $ 422,463,132     $ 166,807,725     $ 1,528,007,302     $ 2,117,278,159       —       $ 2,117,278,159  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


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    Fidelity Global
Balanced Fund
    Fidelity Global
Strategies Fund
    Fidelity Asset
Manager 60%
          Pro Forma     Fidelity Asset
Manager 60%
 
    (Acquired Fund)     (Acquired Fund)     (Acquiring Fund)     Combined     Adjustments     Pro Forma Combined  

Net Asset Value

           

Class A

           

Net Assets

  $ 41,993,658     $ 25,019,830     $ 59,048,809     $ 126,062,297       $ 126,062,297  

Offering price and redemption price per share

  $ 24.99     $ 9.63     $ 12.42     $ 12.42       $ 12.42  

Shares outstanding

    1,680,463       2,598,991       4,756,089         5,395,611 (c)      10,151,700  

Maximum offering price per share (100/94.25 of $20.33)

  $ 26.51     $ 10.22       13.18     $ 13.18       $ 13.18  

Class M

           

Net Assets

  $ 14,704,097     $ 19,337,480     $ 20,859,714     $ 54,901,291       $ 54,901,291  

Offering price and redemption price per share

  $ 24.71     $ 9.59     $ 12.34     $ 12.34       $ 12.34  

Shares outstanding

    595,110       2,017,096       1,689,804         2,758,637 (c)      4,448,441  

Maximum offering price per share (100/96.50 of $20.53)

    25.61     $ 9.94       12.79     $ 12.79       $ 12.79  

Class C

           

Net Assets

  $ 26,602,482     $ 24,942,174     $ 37,384,313     $ 88,928,969       $ 88,928,969  

Offering price and redemption price per share

  $ 24.07     $ 9.45     $ 12.18     $ 12.18       $ 12.18  

Shares outstanding

    1,105,141       2,638,633       3,068,469         4,231,909 (c)      7,300,378  

Class I

           

Net Assets

  $ 10,150,083     $ 22,946,395     $ 26,423,276     $ 59,519,754       $ 59,519,754  

Offering price and redemption price per share

  $ 25.29     $ 9.67     $ 12.48     $ 12.48       $ 12.48  

Shares outstanding

    401,318       2,374,015       2,117,765         2,651,961 (c)      4,769,726  

Global Balanced Fund; Global Strategies Fund; Asset Manager 60%; Pro Forma Adjustments; Asset Manager 60% Pro Forma; respectively

           

Net Assets

  $ 382,891,000     $ 81,303,131     $ 1,821,025,025     $ 2,285,219,156       $ 2,285,219,156  

Offering price and redemption price per share

  $ 25.36     $ 9.66     $ 12.47     $ 12.47       $ 12.47  

Shares outstanding

    15,095,730       8,413,108       145,994,226         37,224,870 (c)      183,219,096  

 

(a) Fidelity Global Balanced Fund’s estimated one time proxy costs of $46,000 not included in the Pro forma.    
(b) Fidelity Global Strategies Fund’s estimated one time proxy costs of $22,000 not included in the Pro Forma. FMR Co., Inc. the investment adviser, pays all other expenses, excluding management fees, distribution and service fees and with certain exceptions such as interest expense and independent Trustees compensation, and will bear the Fund’s one time proxy costs.
(c) Reflects the conversion of the Acquired Funds Class Net Assets into the Acquiring Class.     


Table of Contents

Fidelity Charles Street Trust: Fidelity Global Balanced Fund

Fidelity Salem Street Trust: Fidelity Global Strategies Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Statement of Operations

12 months ended September 30, 2017 (Unaudited)

 

    Fidelity Global
Balanced Fund
    Fidelity Global
Strategies Fund
    Fidelity Asset
Manager 60%
          Pro Forma     Fidelity Asset
Manager 60%
 
    (Acquired Fund)     (Acquired Fund)     (Acquiring Fund)     Combined     Adjustments     Pro Forma Combined  

Dividends Unaffiliated issuers

  $ 5,016,968     $ 1,787,014     $ 1,766,039     $ 8,570,021     $ —       $ 8,570,021  

Dividends Affiliated issuers

    —         2,021,671       —         2,021,671       —         2,021,671  

Interest

    1,733,097       1,222       136       1,734,455       —         1,734,455  

Income from Fidelity Central Funds

    273,960       231,746       33,522,080       34,027,786       —         34,027,786  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before foreign taxes withheld

    7,024,025       4,041,653       35,288,255       46,353,933       —         46,353,933  

Less foreign taxes withheld

    (252,044     —         —         (252,044     —         (252,044
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Income

    6,771,981       4,041,653       35,288,255       46,101,889       —         46,101,889  

Expenses

           

Management fee

    3,293,120       860,491       9,586,074       13,739,685       (645,142 )(d)      13,094,543  

Transfer agent fees

    889,821       —         2,048,785       2,938,606       328,760 (e)      3,267,366  

Distribution and service plan fees

    433,779       412,070       584,102       1,429,951       —         1,429,951  

Accounting and security lending fees

    245,485       —         690,021       935,506       (18,331 )(f)      917,175  

Custodian fees and expenses

    139,962       207       5,680       145,849       (134,844 )(f)      11,005  

Independent trustees’ compensation

    1,885       15,133       6,668       23,686       —         23,686  

Registration fees

    83,789       —         141,059       224,848       —         224,848  

Audit

    153,547       —         41,281       194,828       (153,547 )(g)      41,281  

Legal

    9,146       —         4,444       13,590       331 (h)      13,921  

Miscellaneous

    4,350 (i)      282 (j)      13,320       17,952       662 (h)      18,614  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses before reductions

    5,254,884       1,288,183       13,121,434       19,664,501       (622,111     19,042,390  

Expenses reductions

    (47,316     (225,829     (44,216     (317,361     185,076       (132,285
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    5,207,568       1,062,354       13,077,218       19,347,140       (437,035     18,910,105  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

    1,564,413       2,979,299       22,211,037       26,754,749       437,035       27,191,784  

Realized and Unrealized Gain (Loss)

           

Net realized gain (loss) on:

           

Investment securities:

           

Unaffiliated issuers

    21,950,187       6,607,299       5,375,416       33,932,902       —         33,932,902  

Fidelity Central Funds

    —         7,618       24,500,736       24,508,354       —         24,508,354  

Affiliated issuers

    —         4,860,144       —         4,860,144       —         4,860,144  

Foreign currency transactions

    (49,761     (3,130     —         (52,891     —         (52,891

Futures contracts

    —         (316,183     —         (316,183     —         (316,183

Capital gain distributions from Fidelity Central Funds

    —         2,271,584       3,249,158       5,520,742       —         5,520,742  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net realized gain (loss)

    21,900,426       13,427,332       33,125,310       68,453,068       —         68,453,068  

Change in net unrealized appreciation (depreciation) on:

           

Investment securities

    9,248,179       (1,972,853     6,701,839       13,977,165       —         13,977,165  

Fidelity Central Funds

    —         4,975,224       144,724,402       149,699,626       —         149,699,626  

Assets and liabilities in foreign currencies

    20,445       —         —         20,445       —         20,445  

Futures contracts

    —         —         —         —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


Table of Contents

Total change in net unrealized appreciation (depreciation)

     9,268,624        3,002,371        151,426,241        163,697,236        —          163,697,236  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Gain (Loss)

     31,169,050        16,429,703        184,551,551        232,150,304        —          232,150,304  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net increase (decrease) in net assets resulting from operations

   $ 32,733,463      $ 19,409,002      $ 206,762,588      $ 258,905,053      $ 437,035      $ 259,342,088  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(d) Management fee adjustment reflects the Acquiring Fund’s management fee rate applied to the Pro Forma Combined fund’s average net assets.
(e) Transfer Agent adjustment reflects the accumulated Acquiring Class’s rate applied to the Pro Forma Combined Class’s average net assets.
(f) Decrease in expenses based on elimination of redundant fees based on Pro Forma Combined fund’s average net assets
(g) Decrease in expenses based on elimination of certain Fidelity Global Balanced Fund expense.
(h) Increase in expenses based on conversion of certain Fidelity Global Strategies Fund expenses into Pro Forma Combined fund.
(i) Proxy related expenses, representing approximately $46,000 are excluded from the Pro Forma Combined fund analysis.
(j) FMR Co., Inc. the investment adviser, either itself or through an affiliated company, pays all other expenses of the Fund, excluding the distribution and service fees, and with certain exceptions such as interest expense and independent Trustees compensations. Proxy related expenses, representing approximately $22,000, are excluded from the Pro Forma Combined fund analysis.


Table of Contents

Fidelity Charles Street Trust: Fidelity Global Balanced Fund

Fidelity Salem Street Trust: Fidelity Global Strategies Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Investments

As of September 30, 2017 (Unaudited)

 

    Fidelity Global Balanced Fund     Fidelity Global Strategies Fund     Fidelity Asset Manager 60% Fund     Fidelity Asset Manager 60% Fund  
    (Acquired Fund)     (Acquired Fund)     (Acquiring Fund)     Pro Forma Combined  

Investments September 30, 2017 (Unaudited)

               

Showing Percentage of Net Assets

               

Common Stocks – 10.3%

    Shares       Value       Shares       Value       Shares       Value       Shares    

 

Value

 

Australia

               

Abacus Property Group unit

    75,257     $ 223,139       0     $ 0       0     $ 0       75,257     $ 223,139  

Amcor Ltd.

    25,647       305,987       0       0       0       0       25,647       305,987  

Arena (REIT) unit

    156,658       282,630       0       0       0       0       156,658       282,630  

Aub Group Ltd.

    26,280       264,684       0       0       0       0       26,280       264,684  

Australia & New Zealand Banking Group Ltd.

    31,983       742,589       0       0       0       0       31,983       742,589  

Bapcor Ltd.

    53,726       220,828       0       0       0       0       53,726       220,828  

Beacon Lighting Group Ltd.

    165,667       197,523       0       0       0       0       165,667       197,523  

BHP Billiton Ltd.

    18,856       382,396       0       0       0       0       18,856       382,396  

Blue Sky Alternative Investments Ltd.

    39,766       343,117       0       0       0       0       39,766       343,117  

BWX Ltd.

    38,740       178,376       0       0       0       0       38,740       178,376  

Commonwealth Bank of Australia

    18,430       1,087,851       0       0       0       0       18,430       1,087,851  

Corporate Travel Management Ltd.

    13,889       238,154       0       0       0       0       13,889       238,154  

CSL Ltd.

    5,896       619,541       0       0       0       0       5,896       619,541  

Hansen Technologies Ltd.

    92,433       242,890       0       0       0       0       92,433       242,890  

HUB24 Ltd.

    44,273       272,613 (a)      0       0       0       0       44,273       272,613 (a) 

Magellan Financial Group Ltd.

    12,087       232,854       0       0       0       0       12,087       232,854  

NIB Holdings Ltd.

    62,580       281,764       0       0       0       0       62,580       281,764  

realestate.com.au Ltd.

    5,695       299,300       0       0       0       0       5,695       299,300  

Reliance Worldwide Corp. Ltd.

    84,264       260,421       0       0       0       0       84,264       260,421  

SpeedCast International Ltd.

    42,320       132,119       0       0       0       0       42,320       132,119  

Sydney Airport unit

    49,357       275,268       0       0       0       0       49,357       275,268  

Vita Group Ltd.

    55,854       74,261       0       0       0       0       55,854       74,261  

Woodside Petroleum Ltd.

    13,027       297,355       0       0       0       0       13,027       297,355  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL AUSTRALIA

      7,455,660         0         0         7,455,660  
   

 

 

     

 

 

     

 

 

     

 

 

 

Austria

               

ams AG

    4,900       355,223       0       0       0       0       4,900       355,223  
   

 

 

     

 

 

     

 

 

     

 

 

 

Bailiwick of Guernsey

               

Amdocs Ltd.

    8,000       514,560       0       0       0       0       8,000       514,560  
   

 

 

     

 

 

     

 

 

     

 

 

 

Bailiwick of Jersey

               

Delphi Automotive PLC

    1,500       147,600       0       0       0       0       1,500       147,600  

Randgold Resources Ltd.

    302       29,517       0       0       0       0       302       29,517  

Wizz Air Holdings PLC

    11,000       421,711 (a)      0       0       0       0       11,000       421,711 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL BAILIWICK OF JERSEY

      598,828         0         0         598,828  
   

 

 

     

 

 

     

 

 

     

 

 

 

Bermuda

               

Dairy Farm International Holdings Ltd.

    24,600       189,174       0       0       0       0       24,600       189,174  

Hongkong Land Holdings Ltd.

    37,400       269,280       0       0       0       0       37,400       269,280  

Man Wah Holdings Ltd.

    96,800       86,743       0       0       0       0       96,800       86,743  

Tai Cheung Holdings Ltd.

    99,000       102,402       0       0       0       0       99,000       102,402  

Vostok Emerging Finance Ltd. (depository receipt)

    3,064,486       681,005 (a)      0       0       0       0       3,064,486       681,005 (a) 

Vostok New Ventures Ltd. (depositary receipt)

    222,461       1,700,229 (a)      0       0       0       0       222,461         1,700,229 (a) 
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL BERMUDA

      3,028,833         0         0         3,028,833  
   

 

 

     

 

 

     

 

 

     

 

 

 

Brazil

               

Banco do Brasil SA

    5,000       55,097       0       0       0       0       5,000       55,097  

Itau Unibanco Holding SA

    5,000       60,622       0       0       0       0       5,000       60,622  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL BRAZIL

      115,719         0         0         115,719  
   

 

 

     

 

 

     

 

 

     

 

 

 

Canada

               

Agnico Eagle Mines Ltd. (Canada)

    1,080       48,809       0       0       0       0       1,080       48,809  

Agrium, Inc.

    1,230       131,818       0       0       0       0       1,230       131,818  


Table of Contents

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

    2,460       112,181                       0                       0                       0                         0       2,460       112,181  

Allied Properties (REIT)

    1,120       35,761       0       0       0       0       1,120       35,761  

ARC Resources Ltd.

    2,370       32,651       0       0       0       0       2,370       32,651  

AutoCanada, Inc.

    260       4,961       0       0       0       0       260       4,961  

Bank of Nova Scotia

    1,560       100,270       0       0       0       0       1,560       100,270  

Barrick Gold Corp.

    1,580       25,427       0       0       0       0       1,580       25,427  

Brookfield Asset Management, Inc. Class A

    1,170       48,310       0       0       0       0       1,170       48,310  

Canadian Energy Services & Technology Corp.

    6,000       30,343       0       0       0       0       6,000       30,343  

Canadian National Railway Co.

    1,900       157,421       0       0       0       0       1,900       157,421  

Canadian Natural Resources Ltd.

    3,050       102,151       0       0       0       0       3,050       102,151  

Canadian Pacific Railway Ltd.

    880       147,810       0       0       0       0       880       147,810  

Cara Operations Ltd.

    830       16,224       0       0       0       0       830       16,224  

CCL Industries, Inc. Class B

    930       45,004       0       0       0       0       930       45,004  

Cenovus Energy, Inc.

    5,360       53,740       0       0       0       0       5,360       53,740  

CGI Group, Inc. Class A (sub. vtg.)

    1,630       84,521 (a)      0       0       0       0       1,630       84,521 (a) 

CI Financial Corp.

    2,020       44,180       0       0       0       0       2,020       44,180  

Cogeco Communications, Inc.

    420       30,974       0       0       0       0       420       30,974  

Constellation Software, Inc.

    110       60,013       0       0       0       0       110       60,013  

Corus Entertainment, Inc. Class B (non-vtg.)

    1,490       15,500       0       0       0       0       1,490       15,500  

Detour Gold Corp.

    1,420       15,660 (a)      0       0       0       0       1,420       15,660 (a) 

Enbridge, Inc.

    4,020       167,920       0       0       0       0       4,020       167,920  

Fairfax India Holdings Corp.

    330       5,825 (a)      0       0       0       0       330       5,825 (a) 

First Quantum Minerals Ltd.

    221,000       2,481,435       0       0       0       0             221,000         2,481,435  

Franco-Nevada Corp.

    1,000       77,467       0       0       0       0       1,000       77,467  

George Weston Ltd.

    960       83,594       0       0       0       0       960       83,594  

Hydro One Ltd.

    1,930       35,143       0       0       0       0       1,930       35,143  

Imperial Oil Ltd.

    880       28,112       0       0       0       0       880       28,112  

Intact Financial Corp.

    680       56,171       0       0       0       0       680       56,171  

Jean Coutu Group, Inc. Class A (sub. vtg.)

    1,270       24,733       0       0       0       0       1,270       24,733  

Labrador Iron Ore Royalty Corp.

    600       9,521       0       0       0       0       600       9,521  

Lundin Mining Corp.

    6,750       46,307       0       0       0       0       6,750       46,307  

Magna International, Inc. Class A (sub. vtg.)

    250       13,342       0       0       0       0       250       13,342  

Manulife Financial Corp.

    8,770       177,895       0       0       0       0       8,770       177,895  

Metro, Inc. Class A (sub. vtg.)

    1,100       37,829       0       0       0       0       1,100       37,829  

North West Co., Inc.

    1,430       34,279       0       0       0       0       1,430       34,279  

NuVista Energy Ltd.

    3,610       21,844 (a)      0       0       0       0       3,610       21,844 (a) 

Open Text Corp.

    1,620       52,271       0       0       0       0       1,620       52,271  

Park Lawn Corp.

    150       2,308       0       0       0       0       150       2,308  

Pason Systems, Inc.

    680       10,235       0       0       0       0       680       10,235  

Peyto Exploration & Development Corp.

    1,120       18,311       0       0       0       0       1,120       18,311  

Power Corp. of Canada (sub. vtg.)

    4,330       110,042       0       0       0       0       4,330       110,042  

PrairieSky Royalty Ltd.

    69,678       1,783,064 (e)      0       0       0       0       69,678       1,783,064 (f) 

Premier Gold Mines Ltd.

    5,760       16,480 (a)      0       0       0       0       5,760       16,480 (a) 

Quebecor, Inc. Class B (sub. vtg.)

    1,040       39,083       0       0       0       0       1,040       39,083  

Raging River Exploration, Inc.

    3,240       20,436 (a)      0       0       0       0       3,240       20,436 (a) 

Rogers Communications, Inc. Class B (non-vtg.)

    2,830       145,928       0       0       0       0       2,830       145,928  

Royal Bank of Canada

    5,780       447,206       0       0       0       0       5,780       447,206  

ShawCor Ltd. Class A

    1,030       22,792       0       0       0       0       1,030       22,792  

Sleep Country Canada Holdings, Inc.

    560       16,193       0       0       0       0       560       16,193  

Stantec, Inc.

    1,200       33,305       0       0       0       0       1,200       33,305  

Suncor Energy, Inc.

    8,082       283,251       0       0       0       0       8,082       283,251  

TELUS Corp.

    3,450       124,092       0       0       0       0       3,450       124,092  

The Toronto-Dominion Bank

    7,610       428,453       0       0       0       0       7,610       428,453  

TMX Group Ltd.

    690       38,986       0       0       0       0       690       38,986  

Torex Gold Resources, Inc.

    1,082       16,953 (a)      0       0       0       0       1,082       16,953 (a) 

Toromont Industries Ltd.

    770       35,311       0       0       0       0       770       35,311  

TransForce, Inc.

    1,040       26,805       0       0       0       0       1,040       26,805  

Western Forest Products, Inc.

    20,210       43,246       0       0       0       0       20,210       43,246  

Wheaton Precious Metals Corp.

    2,140       40,819       0       0       0       0       2,140       40,819  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL CANADA

      8,400,716         0         0         8,400,716  
   

 

 

     

 

 

     

 

 

     

 

 

 

Cayman Islands

              0      

Alibaba Group Holding Ltd. sponsored ADR

    17,553       3,031,579 (a)      0       0       0       0       17,553       3,031,579 (a) 

CK Hutchison Holdings Ltd.

    36,500       466,553       0       0       0       0       36,500       466,553  

Herbalife Ltd.

    2,000       135,660 (a)      0       0       0       0       2,000       135,660 (a) 

International Housewares Retail Co. Ltd.

    981,000       187,118       0       0       0       0       981,000       187,118  


Table of Contents

JD.com, Inc. sponsored ADR

     54,000        2,062,800 (a)                      0                        0                        0                          0        54,000        2,062,800 (a) 

SITC International Holdings Co. Ltd.

     176,000        159,517       0        0        0        0        176,000        159,517  

Tencent Holdings Ltd.

     13,100        572,741       0        0        0        0        13,100        572,741  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL CAYMAN ISLANDS

        6,615,968          0           0           6,615,968  
     

 

 

      

 

 

       

 

 

       

 

 

 

China

                      

Shenzhen Expressway Co. (H Shares)

     156,000        151,375       0        0        0        0        156,000        151,375  
     

 

 

      

 

 

       

 

 

       

 

 

 

Denmark

                      

A.P. Moller - Maersk A/S Series B

     781        1,483,543       0        0        0        0        781        1,483,543  

Novozymes A/S Series B

     16,700        856,982       0        0        0        0        16,700        856,982  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL DENMARK

        2,340,525          0           0           2,340,525  
     

 

 

      

 

 

       

 

 

       

 

 

 

France

                      

Amundi SA

     240        19,947       0        0        0        0        240        19,947  

Capgemini SA

     14,400        1,687,640       0        0        0        0        14,400        1,687,640  

Kering SA

     1,500        597,539       0        0        0        0        1,500        597,539  

Rubis

     9,800        624,651       0        0        0        0        9,800        624,651  

Thales SA

     12,900        1,460,311       0        0        0        0        12,900        1,460,311  

The Vicat Group

     8,400        640,949       0        0        0        0        8,400        640,949  

Wendel SA

     9,100        1,474,013       0        0        0        0        9,100        1,474,013  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL FRANCE

        6,505,050          0           0           6,505,050  
     

 

 

      

 

 

       

 

 

       

 

 

 

Germany

                      

adidas AG

     28,600        6,469,768       0        0        0        0        28,600        6,469,768  

Bayer AG

     200        27,321       0        0        0        0        200        27,321  

Bertrandt AG

     6,600        664,450       0        0        0        0        6,600        664,450  

CompuGroup Medical AG

     8,000        453,093       0        0        0        0        8,000        453,093  

CTS Eventim AG

     21,940        957,628       0        0        0        0        21,940        957,628  

Fresenius Medical Care AG & Co. KGaA

     9,400        919,004       0        0        0        0        9,400        919,004  

LEG Immobilien AG

     16,193        1,638,065       0        0        0        0        16,193        1,638,065  

MTU Aero Engines Holdings AG

     7,600        1,212,180       0        0        0        0        7,600        1,212,180  

SAP SE

     34,517        3,784,625       0        0        0        0        34,517        3,784,625  

Vonovia SE

     21,500        914,791       0        0        0        0        21,500        914,791  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL GERMANY

        17,040,925          0           0           17,040,925  
     

 

 

      

 

 

       

 

 

       

 

 

 

Hong Kong

                      

AIA Group Ltd.

     133,000        980,695       0        0        0        0              133,000        980,695  

Hang Seng Bank Ltd.

     15,900        387,547       0        0        0        0        15,900        387,547  

Power Assets Holdings Ltd.

     46,000        398,369       0        0        0        0        46,000        398,369  

Techtronic Industries Co. Ltd.

     35,500        189,507       0        0        0        0        35,500        189,507  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL HONG KONG

        1,956,118          0           0           1,956,118  
     

 

 

      

 

 

       

 

 

       

 

 

 

India

                      

Bharat Petroleum Corp. Ltd.

     22,500        162,368       0        0        0        0        22,500        162,368  

HDFC Bank Ltd. sponsored ADR

     8,000        770,960       0        0        0        0        8,000        770,960  

Petronet LNG Ltd.

     30,000        106,201       0        0        0        0        30,000        106,201  

Reliance Industries Ltd.

     72,500        866,870       0        0        0        0        72,500        866,870  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL INDIA

        1,906,399          0           0           1,906,399  
     

 

 

      

 

 

       

 

 

       

 

 

 

Ireland

                      

Alkermes PLC

     51,300        2,608,092 (a)      0        0        0        0        51,300        2,608,092 (a) 

Allied Irish Banks PLC

     23,264        139,816       0        0        0        0        23,264        139,816  

CRH PLC

     700        26,631       0        0        0        0        700        26,631  

DCC PLC (United Kingdom)

     8,900        864,039       0        0        0        0        8,900        864,039  

Paddy Power Betfair PLC (Ireland)

     15,000        1,496,640       0        0        0        0        15,000        1,496,640  

Ryanair Holdings PLC sponsored ADR

     8,082        852,004 (a)      0        0        0        0        8,082        852,004 (a) 

United Drug PLC (United Kingdom)

     75,117        855,079       0        0        0        0        75,117        855,079  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL IRELAND

        6,842,301          0           0           6,842,301  
     

 

 

      

 

 

       

 

 

       

 

 

 

Israel

                      

Sarine Technologies Ltd.

     181,000        156,121       0        0        0        0        181,000        156,121  

Teva Pharmaceutical Industries Ltd. sponsored ADR

     7,000        123,200       0        0        0        0        7,000        123,200  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL ISRAEL

        279,321          0           0           279,321  
     

 

 

      

 

 

       

 

 

       

 

 

 


Table of Contents

Italy

                      

Banca Generali SpA

     22,200        770,091                       0                        0                        0                          0        22,200        770,091  

Buzzi Unicem SpA

     25,900        699,160       0        0        0        0        25,900        699,160  

Prada SpA

     320,200        1,114,937       0        0        0        0        320,200        1,114,937  

UniCredit SpA

     116,100        2,472,679 (a)      0        0        0        0        116,100        2,472,679 (a) 
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL ITALY

        5,056,867          0           0           5,056,867  
     

 

 

      

 

 

       

 

 

       

 

 

 

Japan

                      

Bank of Kyoto Ltd.

     5,600        284,666       0        0        0        0        5,600        284,666  

Chikaranomoto Holdings Co. Ltd.

     18,000        189,718 (e)      0        0        0        0        18,000        189,718 (f) 

Chugai Pharmaceutical Co. Ltd.

     8,200        340,315       0        0        0        0        8,200        340,315  

Daikin Industries Ltd.

     4,500        455,699       0        0        0        0        4,500        455,699  

Daito Trust Construction Co. Ltd.

     3,500        637,636       0        0        0        0        3,500        637,636  

Dentsu, Inc.

     10,500        460,964       0        0        0        0        10,500        460,964  

Disco Corp.

     2,300        467,869       0        0        0        0        2,300        467,869  

East Japan Railway Co.

     9,000        830,615       0        0        0        0        9,000        830,615  

Eiken Chemical Co. Ltd.

     15,200        591,655       0        0        0        0        15,200        591,655  

Funai Soken Holdings, Inc.

     12,000        369,518       0        0        0        0        12,000        369,518  

Hoya Corp.

     18,700        1,009,576       0        0        0        0        18,700        1,009,576  

Hulic Co. Ltd.

     37,900        371,506       0        0        0        0        37,900        371,506  

Japan Meat Co. Ltd.

     25,200        394,152       0        0        0        0        25,200        394,152  

Kao Corp.

     14,000        823,639       0        0        0        0        14,000        823,639  

Keyence Corp.

     2,500        1,327,483       0        0        0        0        2,500        1,327,483  

Kirindo Holdings Co. Ltd.

     7,300        85,764       0        0        0        0        7,300        85,764  

Kyushu Railway Co.

     1,500        44,590       0        0        0        0        1,500        44,590  

Misumi Group, Inc.

     21,100        555,604       0        0        0        0                21,100        555,604  

Mitsubishi Pencil Co. Ltd.

     4,200        105,369       0        0        0        0        4,200        105,369  

Mitsui Fudosan Co. Ltd.

     19,200        416,334       0        0        0        0        19,200        416,334  

Money Forward, Inc.

     5,500        150,789       0        0        0        0        5,500        150,789  

Morinaga & Co. Ltd.

     8,500        472,873       0        0        0        0        8,500        472,873  

Nakanishi, Inc.

     13,060        590,761       0        0        0        0        13,060        590,761  

Nidec Corp.

     6,900        847,438       0        0        0        0        6,900        847,438  

Nifco, Inc.

     5,800        354,108       0        0        0        0        5,800        354,108  

Nihon Parkerizing Co. Ltd.

     19,000        303,932       0        0        0        0        19,000        303,932  

Nintendo Co. Ltd.

     2,800        1,032,453       0        0        0        0        2,800        1,032,453  

Nissan Chemical Industries Co. Ltd.

     10,300        362,479       0        0        0        0        10,300        362,479  

Nitori Holdings Co. Ltd.

     7,100        1,015,232       0        0        0        0        7,100        1,015,232  

NTT DOCOMO, Inc.

     32,500        742,424       0        0        0        0        32,500        742,424  

Olympus Corp.

     14,200        480,800       0        0        0        0        14,200        480,800  

Open House Co. Ltd.

     17,200        600,720       0        0        0        0        17,200        600,720  

ORIX Corp.

     58,400        941,718       0        0        0        0        58,400        941,718  

PALTAC Corp.

     14,200        553,361       0        0        0        0        14,200        553,361  

Panasonic Corp.

     65,100        944,730       0        0        0        0        65,100        944,730  

PeptiDream, Inc.

     12,300        379,302 (a)(e)      0        0        0        0        12,300        379,302 (a)(f) 

Pilot Corp.

     11,200        535,490       0        0        0        0        11,200        535,490  

Rakuten, Inc.

     51,600        562,659       0        0        0        0        51,600        562,659  

Renesas Electronics Corp.

     33,400        363,905 (a)      0        0        0        0        33,400        363,905 (a) 

Santen Pharmaceutical Co. Ltd.

     36,300        571,961       0        0        0        0        36,300        571,961  

Seven & i Holdings Co. Ltd.

     19,200        741,782       0        0        0        0        19,200        741,782  

Shionogi & Co. Ltd.

     4,600        251,452       0        0        0        0        4,600        251,452  

SK Kaken Co. Ltd.

     5,300        432,384       0        0        0        0        5,300        432,384  

SMC Corp.

     1,800        634,899       0        0        0        0        1,800        634,899  

SMS Co., Ltd.

     17,800        567,101       0        0        0        0        17,800        567,101  

SoftBank Corp.

     16,200        1,313,760       0        0        0        0        16,200        1,313,760  

Sosei Group Corp.

     1,000        84,426 (a)      0        0        0        0        1,000        84,426 (a) 

Start Today Co. Ltd.

     33,500        1,061,342       0        0        0        0        33,500        1,061,342  

Subaru Corp.

     24,600        887,589       0        0        0        0        24,600        887,589  

Sundrug Co. Ltd.

     16,000        662,608       0        0        0        0        16,000        662,608  

The Suruga Bank Ltd.

     37,700        812,799       0        0        0        0        37,700        812,799  

Tokyo Century Corp.

     8,200        368,736       0        0        0        0        8,200        368,736  

Toshiba Plant Systems & Services Corp.

     19,200        322,830       0        0        0        0        19,200        322,830  

Toto Ltd.

     20,200        850,904       0        0        0        0        20,200        850,904  

Tsuruha Holdings, Inc.

     5,000        597,645       0        0        0        0        5,000        597,645  

Welcia Holdings Co. Ltd.

     14,000        526,905       0        0        0        0        14,000        526,905  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL JAPAN

        31,686,969          0           0           31,686,969  
     

 

 

      

 

 

       

 

 

       

 

 

 


Table of Contents

Korea (South)

                      

LG Chemical Ltd.

     1,200        410,787                       0                        0                        0                          0        1,200        410,787  
     

 

 

      

 

 

       

 

 

       

 

 

 

Luxembourg

                      

B&M European Value Retail S.A.

     192,663        1,000,661       0        0        0        0        192,663        1,000,661  

Samsonite International SA

     59,700        256,023       0        0        0        0        59,700        256,023  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL LUXEMBOURG

        1,256,684          0           0           1,256,684  
     

 

 

      

 

 

       

 

 

       

 

 

 

Malta

                      

Kambi Group PLC

     61,000        591,659 (a)      0        0        0        0        61,000        591,659 (a) 
     

 

 

      

 

 

       

 

 

       

 

 

 

Multi-National

                      

HKT Trust/HKT Ltd. unit

     185,000        224,749       0        0        0        0        185,000        224,749  
     

 

 

      

 

 

       

 

 

       

 

 

 

Netherlands

                      

Intertrust NV

     118,900        1,930,853       0        0        0        0        118,900        1,930,853  

Koninklijke Philips Electronics NV

     24,200        998,491       0        0        0        0        24,200        998,491  

Unilever NV:

                      

(Certificaten Van Aandelen) (Bearer)

     30,500        1,802,883       0        0        0        0        30,500        1,802,883  

(NY Reg.)

     23,000        1,357,920       0        0        0        0        23,000        1,357,920  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL NETHERLANDS

        6,090,147          0           0           6,090,147  
     

 

 

      

 

 

       

 

 

       

 

 

 

New Zealand

                      

Fisher & Paykel Healthcare Corp.

     5,000        46,155       0        0        0        0        5,000        46,155  

Ryman Healthcare Group Ltd.

     28,697        192,147       0        0        0        0        28,697        192,147  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL NEW ZEALAND

        238,302          0           0           238,302  
     

 

 

      

 

 

       

 

 

       

 

 

 

Norway

                      

Schibsted ASA (A Shares)

     81,200        2,092,064       0        0        0        0        81,200        2,092,064  
     

 

 

      

 

 

       

 

 

       

 

 

 

Singapore

                      

Broadcom Ltd.

     2,900        703,366       0        0        0        0        2,900        703,366  

Wing Tai Holdings Ltd.

     106,700        169,908       0        0        0        0        106,700        169,908  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL SINGAPORE

        873,274          0           0           873,274  
     

 

 

      

 

 

       

 

 

       

 

 

 

Spain

                      

Amadeus IT Holding SA Class A

     17,100        1,111,375       0        0        0        0        17,100        1,111,375  

Grifols SA

     28,800        839,054       0        0        0        0                28,800        839,054  

Prosegur Cash SA

     392,300        1,180,013       0        0        0        0        392,300        1,180,013  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL SPAIN

        3,130,442          0           0           3,130,442  
     

 

 

      

 

 

       

 

 

       

 

 

 

Sweden

                      

AF AB (B Shares)

     7,700        179,811       0        0        0        0        7,700        179,811  

Dometic Group AB

     169,100        1,437,731       0        0        0        0        169,100        1,437,731  

Essity AB Class B

     42,200        1,148,144       0        0        0        0        42,200        1,148,144  

Getinge AB (B Shares)

     151,071        2,832,268       0        0        0        0        151,071        2,832,268  

H&M Hennes & Mauritz AB (B Shares)

     2,861        74,318       0        0        0        0        2,861        74,318  

Indutrade AB

     62,400        1,646,400       0        0        0        0        62,400        1,646,400  

Investor AB (B Shares)

     42,007        2,074,846       0        0        0        0        42,007        2,074,846  

Nobia AB

     33,700        335,970       0        0        0        0        33,700        335,970  

Pandox AB

     28,655        545,665       0        0        0        0        28,655        545,665  

Securitas AB (B Shares)

     160,700        2,691,191       0        0        0        0        160,700        2,691,191  

Svenska Cellulosa AB (SCA) (B Shares)

     204,400        1,731,587       0        0        0        0        204,400        1,731,587  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL SWEDEN

        14,697,931          0           0           14,697,931  
     

 

 

      

 

 

       

 

 

       

 

 

 

Switzerland

                      

ABB Ltd. (Reg.)

     27,700        684,965       0        0        0        0        27,700        684,965  

EDAG Engineering Group AG

     15,700        244,937       0        0        0        0        15,700        244,937  

Swatch Group AG (Bearer)

     4,030        1,676,340       0        0        0        0        4,030        1,676,340  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL SWITZERLAND

        2,606,242          0           0           2,606,242  
     

 

 

      

 

 

       

 

 

       

 

 

 

United Kingdom

                      

British American Tobacco PLC (United Kingdom)

     27,100        1,696,562       0        0        0        0        27,100        1,696,562  

Bunzl PLC

     22,285        676,969       0        0        0        0        22,285        676,969  

Dechra Pharmaceuticals PLC

     50,600        1,383,202       0        0        0        0        50,600        1,383,202  

Diploma PLC

     63,800        909,635       0        0        0        0        63,800        909,635  

Essentra PLC

     46,325        342,967       0        0        0        0        46,325        342,967  


Table of Contents

Fever-Tree Drinks PLC

     5,000        146,529                       0                        0                        0                          0        5,000        146,529  

Imperial Tobacco Group PLC

     529        22,570       0        0        0        0        529        22,570  

International Personal Finance PLC

     290,057        816,220       0        0        0        0        290,057        816,220  

Micro Focus International PLC

     30,045        961,013       0        0        0        0        30,045        961,013  

NCC Group Ltd.

     689,400        2,000,018 (e)      0        0        0        0        689,400        2,000,018 (f) 

Prudential PLC

     94,561        2,262,893       0        0        0        0        94,561        2,262,893  

Rolls-Royce Holdings PLC

     130,100        1,547,445       0        0        0        0        130,100        1,547,445  

Standard Chartered PLC (United Kingdom)

     149,893        1,489,553 (a)      0        0        0        0        149,893        1,489,553 (a) 

Standard Life PLC

     139,130        808,192       0        0        0        0        139,130        808,192  
     

 

 

      

 

 

       

 

 

       

 

 

 

TOTAL UNITED KINGDOM

        15,063,768          0           0           15,063,768  
     

 

 

      

 

 

       

 

 

       

 

 

 

United States of America

                      

A.O. Smith Corp.

     6,000        356,580       0        0        0        0        6,000        356,580  

Activision Blizzard, Inc.

     63,900        4,122,189       0        0        0        0        63,900        4,122,189  

Adobe Systems, Inc.

     49,100        7,324,738 (a)      0        0        0        0        49,100        7,324,738 (a) 

Agilent Technologies, Inc.

     14,000        898,800       0        0        0        0        14,000        898,800  

Alphabet, Inc. Class A

     5,400        5,258,088 (a)      0        0        0        0        5,400        5,258,088 (a) 

Amazon.com, Inc.

     3,300        3,172,455       0        0        0        0        3,300        3,172,455  

American Tower Corp.

     21,200        2,897,616 (a)      0        0        0        0        21,200        2,897,616 (a) 

Amgen, Inc.

     31,900        5,947,755       0        0        0        0        31,900        5,947,755  

Amphenol Corp. Class A

     15,400        1,303,456       0        0        0        0        15,400        1,303,456  

Apollo Global Management LLC Class A

     29,000        872,900       0        0        0        0        29,000        872,900  

Apple, Inc.

     33,600        5,178,432       0        0        0        0        33,600        5,178,432  

athenahealth, Inc.

     2,300        286,028 (a)      0        0        0        0        2,300        286,028 (a) 

Autoliv, Inc. (depositary receipt)

     19,800        2,452,848       0        0        0        0        19,800        2,452,848  

Bank of America Corp.

     88,000        2,229,920       0        0        0        0                88,000        2,229,920  

bluebird bio, Inc.

     1,000        137,350 (a)      0        0        0        0        1,000        137,350 (a) 

Boston Scientific Corp.

     129,700        3,783,349 (a)      0        0        0        0        129,700        3,783,349 (a) 

British American Tobacco PLC sponsored ADR

     88,000        5,495,600       0        0        0        0        88,000        5,495,600  

Caterpillar, Inc.

     50,500        6,297,855       0        0        0        0        50,500        6,297,855  

CBOE Holdings, Inc.

     49,500        5,327,685       0        0        0        0        49,500        5,327,685  

Charles Schwab Corp.

     55,000        2,405,700       0        0        0        0        55,000        2,405,700  

Chegg, Inc.

     16,700        247,828 (a)(e)      0        0        0        0        16,700        247,828 (a)(f) 

Copart, Inc.

     6,000        206,220 (a)      0        0        0        0        6,000        206,220 (a) 

Cummins, Inc.

     2,000        336,060       0        0        0        0        2,000        336,060  

Electronic Arts, Inc.

     18,000        2,125,080 (a)      0        0        0        0        18,000        2,125,080 (a) 

Facebook, Inc. Class A

     16,100        2,751,007 (a)      0        0        0        0        16,100          2,751,007 (a) 

FMC Corp.

     35,000        3,125,850       0        0        0        0        35,000        3,125,850  

Harris Corp.

     5,000        658,400       0        0        0        0        5,000        658,400  

Humana, Inc.

     12,300        2,996,649       0        0        0        0        12,300        2,996,649  

Intercept Pharmaceuticals, Inc.

     13,100        760,324 (a)      0        0        0        0        13,100        760,324 (a) 

Intuit, Inc.

     25,300        3,596,142       0        0        0        0        25,300        3,596,142  

Intuitive Surgical, Inc.

     600        627,528 (a)      0        0        0        0        600        627,528 (a) 

J.B. Hunt Transport Services, Inc.

     3,000        333,240       0        0        0        0        3,000        333,240  

Legg Mason, Inc.

     11,000        432,410       0        0        0        0        11,000        432,410  

LogMeIn, Inc.

     5,200        572,260       0        0        0        0        5,200        572,260  

Marriott International, Inc. Class A

     13,500        1,488,510       0        0        0        0        13,500        1,488,510  

MetLife, Inc.

     7,000        363,650       0        0        0        0        7,000        363,650  

Microsoft Corp.

     73,000        5,437,770       0        0        0        0        73,000        5,437,770  

Morgan Stanley

     8,000        385,360       0        0        0        0        8,000        385,360  

MSCI, Inc.

     10,600        1,239,140       0        0        0        0        10,600        1,239,140  

Netflix, Inc.

     5,300        961,155 (a)      0        0        0        0        5,300        961,155 (a) 

NVIDIA Corp.

     4,000        715,080       0        0        0        0        4,000        715,080  

Oracle Corp.

     36,000        1,740,600       0        0        0        0        36,000        1,740,600  

PayPal Holdings, Inc.

     71,500        4,578,145 (a)      0        0        0        0        71,500        4,578,145 (a) 

Phillips 66 Co.

     15,000        1,374,150       0        0        0        0        15,000        1,374,150  

Priceline Group, Inc.

     220        402,780 (a)      0        0        0        0        220        402,780 (a) 

Red Hat, Inc.

     5,500        609,730 (a)      0        0        0        0        5,500        609,730 (a) 

ResMed, Inc.

     1,000        76,960       0        0        0        0        1,000        76,960  

ResMed, Inc. CDI

     30,157        230,401       0        0        0        0        30,157        230,401  

Roku, Inc. Class A

     4,300        114,122       0        0        0        0        4,300        114,122  

S&P Global, Inc.

     39,183        6,124,695       0        0        0        0        39,183        6,124,695  

Sirius XM Holdings, Inc.

     38,000        209,760       0        0        0        0        38,000        209,760  

Spark Therapeutics, Inc.

     1,500        133,740 (a)      0        0        0        0        1,500        133,740 (a) 

Square, Inc.

     70,000        2,016,700 (a)      0        0        0        0        70,000        2,016,700 (a) 

T-Mobile U.S., Inc.

     4,500        277,470 (a)      0        0        0        0        4,500        277,470 (a) 


Table of Contents

T. Rowe Price Group, Inc.

      4,000       362,600         0                     0         0                     0         4,000       362,600  

TD Ameritrade Holding Corp.

      2,000       97,600         0       0         0       0         2,000       97,600  

Thermo Fisher Scientific, Inc.

      3,600       681,120         0       0         0       0         3,600       681,120  

Union Pacific Corp.

      6,000       695,820         0       0         0       0         6,000       695,820  

United Rentals, Inc.

      2,700       374,598 (a)        0       0         0       0         2,700       374,598 (a) 

UnitedHealth Group, Inc.

      18,900       3,701,565         0       0         0       0         18,900       3,701,565  

Visa, Inc. Class A

      14,400       1,515,456         0       0         0       0         14,400       1,515,456  

Wal-Mart Stores, Inc.

      10,000       781,400         0       0         0       0         10,000       781,400  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL UNITED STATES OF AMERICA

        121,208,419           0           0           121,208,419  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL COMMON STOCKS

        269,335,825           0           0           269,335,825  
     

 

 

       

 

 

       

 

 

       

 

 

 

Nonconvertible Preferred Stocks –0.1%

                       

Italy

                       

Buzzi Unicem SpA (Risparmio Shares)

      47,053       727,404         0       0         0       0         47,053       727,404  
     

 

 

       

 

 

       

 

 

       

 

 

 

Spain

                       

Grifols SA Class B

      45,000       982,297         0       0         0       0         45,000       982,297  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL NONCONVERTIBLE PREFERRED STOCKS

        1,709,701           0           0           1,709,701  
     

 

 

       

 

 

       

 

 

       

 

 

 
   
Principal
Amount(d)
 
 
    Value    

 

Principal
Amount


 

    Value    

 

Principal
Amount


 

    Value      
Principal
Amount(e)
 
 
    Value  

Nonconvertible Bonds – 0.1%

               

France

                       

EDF SA
1.875% 10/13/36 (Reg. S)

    EUR       1,100,000       1,181,116       EUR       0       0       EUR       0       0       EUR       1,100,000       1,181,116  
     

 

 

       

 

 

       

 

 

       

 

 

 

United States of America

                       

AT&T, Inc.:

                       

2.35% 9/4/29

      400,000       479,331         0       0         0       0         400,000       479,331  

3.15% 9/4/36

      425,000       506,097         0       0         0       0         425,000       506,097  

Hess Corp. 4.3% 4/1/27

      750,000       746,227         0       0         0       0         750,000       746,227  

Molson Coors Brewing Co. 1.25% 7/15/24

    EUR       600,000       713,027       EUR       0       0       EUR       0       0       EUR       600,000       713,027  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL UNITED STATES OF AMERICA

        2,444,682           0           0           2,444,682  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL NONCONVERTIBLE BONDS

        3,625,798           0           0           3,625,798  
     

 

 

       

 

 

       

 

 

       

 

 

 

U.S. Treasury Obligations – 1.9%

                       

United States of America

                       

U.S. Treasury Bonds 2.5% 2/15/46

      7,050,000       6,553,195         0       0         0       0         7,050,000       6,553,195  
     

 

 

       

 

 

       

 

 

       

 

 

 

U.S. Treasury Notes:

                       

0.75% 8/31/18

      9,600,000       9,546,750         0       0         0       0         9,600,000       9,546,750  

1.25% 3/31/19

      5,100,000       5,086,453         0       0         0       0         5,100,000       5,086,453  

1.25% 3/31/21

      16,350,000       16,080,480         0       0         0       0         16,350,000       16,080,480  

1.625% 5/15/26

      1,525,000       1,445,831         0       0         0       0         1,525,000       1,445,831  

1.75% 5/15/22

      10,300,000       10,242,063         0       0         0       0         10,300,000       10,242,063  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL U.S. TREASURY NOTES

        42,401,577           0           0           42,401,577  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL U.S. TREASURY OBLIGATIONS

        48,954,772           0           0           48,954,772  
     

 

 

       

 

 

       

 

 

       

 

 

 

Foreign Government and Government Agency Obligations –3.7%

                       

Italy

                       

Buoni del Tesoro Poliennali:

                       

2.2% 6/1/27

      3,750,000       4,469,922         0       0         0       0         3,750,000       4,469,922  

2.7% 3/1/47

      1,000,000       1,056,529 (f)        0       0         0       0         1,000,000       1,056,529 (g) 
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL ITALY

        5,526,451           0           0           5,526,451  
     

 

 

       

 

 

       

 

 

       

 

 

 

Canada

                       

Canadian Government:

                       

0.5% 11/1/18

      1,850,000       1,468,035         0       0         0       0         1,850,000       1,468,035  

1% 6/1/27

      250,000       181,166         0       0         0       0         250,000       181,166  

3.5% 12/1/45

      1,100,000       1,058,283         0       0         0       0         1,100,000       1,058,283  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL CANADA

        2,707,484           0           0           2,707,484  
     

 

 

       

 

 

       

 

 

       

 

 

 

Netherlands

                       

Dutch Government
0.5% 7/15/26(Reg. S)

    EUR       5,850,000       6,960,654 (f)      EUR       0       0       EUR       0       0       EUR       5,850,000       6,960,654 (g) 
     

 

 

       

 

 

       

 

 

       

 

 

 

France

                       

French Government:

                       

yield at date of purchase -0.644% to -0.269% 11/1/17 to 11/22/17

      1,000,000       1,182,733         0       0         0       0         1,000,000       1,182,733  

0% 2/25/20

      10,300,000       12,316,853         0       0         0       0         10,300,000       12,316,853  


Table of Contents

2.25% 5/25/24

      200,000       269,020         0       0         0       0         200,000       269,020  

4% 4/25/18

      11,700,000       14,185,966         0       0         0       0         11,700,000       14,185,966  

4% 4/25/60

      1,260,000       2,373,900         0       0         0       0         1,260,000       2,373,900  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL FRANCE

        30,328,472           0           0           30,328,472  
     

 

 

       

 

 

       

 

 

       

 

 

 

Germany

                       

German Federal Republic:

                       

0% 3/15/19

      1,800,000       2,150,702         0       0         0       0         1,800,000       2,150,702  

0.25% 2/15/27

      2,800,000       3,265,385         0       0         0       0         2,800,000       3,265,385  

2.5% 8/15/46

      400,000       615,626         0       0         0       0         400,000       615,626  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL GERMANY

        6,031,713           0           0           6,031,713  
     

 

 

       

 

 

       

 

 

       

 

 

 

Ireland

                       

Irish Republic:

                       

1% 5/15/26(Reg. S)

      700,000       844,963         0       0         0       0         700,000       844,963  

2% 2/18/45 (Reg.S)

      400,666       485,471         0       0         0       0         400,666       485,471  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL IRELAND

        1,330,434           0           0           1,330,434  
     

 

 

       

 

 

       

 

 

       

 

 

 

Japan

                       

Japan Government:

                       

0.1% 6/20/26

      180,000,000       1,610,474         0       0         0       0         180,000,000       1,610,474  

0.4% 6/20/18

      277,050,000       2,471,599         0       0         0       0         277,050,000       2,471,599  

0.4% 3/20/56

      375,000,000       2,664,941         0       0         0       0         375,000,000       2,664,941  

0.9% 6/20/22

      619,800,000       5,759,885         0       0         0       0         619,800,000       5,759,885  

1.3% 6/20/20

      672,450,000       6,205,544         0       0         0       0         672,450,000       6,205,544  

1.3% 3/20/21

      702,750,000       6,546,801         0       0         0       0         702,750,000       6,546,801  

1.7% 9/20/32

      755,000,000       8,070,398         0       0         0       0         755,000,000       8,070,398  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL JAPAN

        33,329,642           0           0           33,329,642  
     

 

 

       

 

 

       

 

 

       

 

 

 

Spain

                       

Spanish Kingdom 2.9% 10/31/46 (Reg. S)

    EUR       1,350,000       1,611,388 (f)      EUR       0       0       EUR       0       0       EUR       1,350,000       1,611,388 (g) 
     

 

 

       

 

 

       

 

 

       

 

 

 

United Kingdom

                       

United Kingdom, Great Britain and Northern Ireland:

                       

1.25% 7/22/18

      4,625,000       6,239,978         0       0         0       0         4,625,000       6,239,978  

1.75% 7/22/19 (Reg.S)

      800,000       1,096,978         0       0         0       0         800,000       1,096,978  

United Kingdom, Great Britain and Northern Ireland Treasury Indexed-Linked GILT 2.5% 7/22/65 (Reg. S)

    GBP       1,350,000       2,257,227       GBP       0       0       GBP       0       0       GBP       1,350,000       2,257,227  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL UNITED KINGDOM

        9,594,183           0           0           9,594,183  
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

        97,420,421           0           0           97,420,421  
     

 

 

       

 

 

       

 

 

       

 

 

 
      Shares       Value         Shares       Value         Shares       Value         Shares       Value  

Equity Funds – 3.9%

                       

Fidelity Global Commodity Stock Fund

      0       0         217,100       2,694,208 (c)        0       0         217,100       2,694,208 (c) 

Fidelity Pacific Basin Fund

      0       0         422,470       14,220,348 (c)        0       0         422,470       14,220,348 (c) 

Fidelity Emerging Markets Fund

      0       0         296,184       9,001,025 (c)        0       0         296,184       9,001,025 (c) 

Fidelity Japan Smaller Companies Fund

      0       0         495,910       9,025,562 (c)        0       0         495,910       9,025,562 (c) 

Fidelity Contrafund

      0       0         73,031       8,851,352 (c)        0       0         73,031       8,851,352 (c) 

Fidelity Europe Fund

      0       0         513,754       21,480,073 (c)        0       0         513,754       21,480,073 (c) 

Fidelity Low-Priced Stock Fund

      0       0         339,353       17,598,860 (c)        0       0         339,353       17,598,860 (c) 

Fidelity Stock Selector All Cap Fund

      0       0         412,215       17,758,207 (c)        0       0         412,215       17,758,207 (c) 
     

 

 

       

 

 

       

 

 

       

 

 

 

TOTAL EQUITY FUNDS

        0           100,629,635           0           100,629,635  
     

 

 

       

 

 

       

 

 

       

 

 

 

Fixed Income Funds – 0.1%

                       

Fidelity Long-Term Treasury Bond Index Fund Premium Class

      0       0         266,417       3,482,076 (c)        0       0         266,417       3,482,076 (c) 
     

 

 

       

 

 

       

 

 

       

 

 

 

Equity Central Funds – 43.4%

                       

Fidelity Commodity Strategy Central Fund

      927,851       6,003,196 (g)        0       0         6,070,112       39,273,627 (c)        6,997,963       45,276,823 (h) 

Fidelity Consumer Discretionary Central Fund

      0       0         0       0         259,314       73,580,418 (c)        259,314       73,580,418 (h) 

Fidelity Consumer Staples Central Fund

      0       0         0       0         222,135       51,770,881 (c)        222,135       51,770,881 (h) 

Fidelity Emerging Markets Equity Central Fund

      48,573       11,962,558 (g)        0       0         262,512       64,651,508 (c)        311,085       76,614,066 (h) 

Fidelity Energy Central Fund

      0       0         0       0         341,931       40,429,915 (c)        341,931       40,429,915 (h) 

Fidelity Financials Central Fund

      0       0         0       0         1,359,960       144,318,936 (c)        1,359,960       144,318,936 (h) 

Fidelity Health Care Central Fund

      0       0         0       0         258,147       103,297,465 (c)        258,147       103,297,465 (h) 

Fidelity Industrials Central Fund

      0       0         0       0         258,529       74,371,046 (c)        258,529       74,371,046 (h) 

Fidelity Information Technology Central Fund

      0       0         0       0         393,633       179,035,884 (c)        393,633       179,035,884 (h) 

Fidelity International Equity Central Fund

      0       0         0       0         3,095,969       270,773,437 (c)        3,095,969       270,773,437 (h) 


Table of Contents

Fidelity Materials Central Fund

    0       0       0       0       92,562       24,104,062 (c)      92,562       24,104,062 (h) 

Fidelity Real Estate Equity Central Fund

    0       0       0       0       82,629       9,323,063 (c)      82,629       9,323,063 (h) 

Fidelity Telecom Services Central Fund

    0       0       0       0       85,317       16,978,997 (c)      85,317       16,978,997 (h) 

Fidelity Utilities Central Fund

    0       0       0       0       127,732       23,659,850 (c)      127,732       23,659,850 (h) 
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL EQUITY CENTRAL FUNDS

      17,965,754         0         1,115,569,089         1,133,534,843  
   

 

 

     

 

 

     

 

 

     

 

 

 

Fixed-Income Central Funds – 25.6%

               

High Yield Fixed-Income Funds

               

Fidelity Emerging Markets Debt Central Fund

    0       0       0       0       962,756       9,926,013 (c)      962,756       9,926,013 (h) 

Fidelity Floating Rate Central Fund

    0       0       0       0       183,977       18,979,055 (c)      183,977       18,979,055 (h) 

Fidelity High Income Central Fund 1

    0       0       0       0       383,195       38,591,543 (c)      383,195       38,591,543 (h) 
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL HIGH YIELD FIXED-INCOME FUNDS

      0         0         67,496,611         67,496,611  
   

 

 

     

 

 

     

 

 

     

 

 

 

Investment Grade Fixed-Income Funds

               

Fidelity Inflation-Protected Bond Index Central Fund

    0       0       0       0       691,211       70,641,718 (c)      691,211       70,641,718 (h) 

Fidelity Investment Grade Bond Central Fund

    0       0       0       0       4,867,946       529,924,557 (c)      4,867,946       529,924,557 (h) 
   

 

 

     

 

 

     

 

 

     

TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS

      0         0         600,566,275         600,566,275  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL FIXED-INCOME CENTRAL FUNDS

      0         0         668,062,886         668,062,886  
   

 

 

     

 

 

     

 

 

     

 

 

 

Investment Companies – 6.4%

               

Energy Select Sector SPDR ETF

    0       0       51,930       3,556,166       0       0       51,930       3,556,166  

iShares 3-7 Year Treasury Bond ETF

    0       0       69,640       8,601,236       0       0       69,640       8,601,236  

iShares 20+ Year Treasury Bond ETF

    54,600       6,811,896       42,682       5,325,006       192,891       24,065,081       290,173       36,201,983  

iShares 7-10 Year Treasury Bond ETF

      0       80,790       8,605,751       0       0       80,790       8,605,751  

iShares Barclays TIPS Bond ETF

    83,792       9,517,095       75,930       8,624,129       0       0       159,722       18,141,224  

iShares Core MSCI Emerging Markets ETF

    0       0       163,600       8,837,672       409,881       22,141,772       573,481       30,979,444  

iShares MSCI EAFE Index ETF

    0       0       0       0       255,628       17,505,405       255,628       17,505,405  

iShares MSCI Japan ETF

    0       0       0       0       344,504       19,192,318       344,504       19,192,318  

Market Vectors Gold Miners ETF

    0       0       113,010       2,594,710       0       0       113,010       2,594,710  

SPDR Barclays Capital International Treasury Bond ETF

    0       0       243,960       6,852,836       0       0       243,960       6,852,836  

SPDR DB International Government Inflation-Protected Bond ETF

    165,286       9,472,541       0       0       0       0       165,286       9,472,541  

Vanguard Total International Bond ETF

      0       126,890       6,926,925       0       0       126,890       6,926,925  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL INVESTMENT COMPANIES

      25,801,532         59,924,431         82,904,576         168,630,539  
   

 

 

     

 

 

     

 

 

     

 

 

 

Money Market Central Funds – 4.6%

               

Fidelity Cash Central Fund, 1.11%

    10,065,718       10,067,731 (b)      9,487,161       9,549,546 (b)      68,457,259       68,470,951 (b)      88,010,138       88,088,228 (b) 

Fidelity Money Market Central Fund, 1.41%

    0       0       0       0       30,176,373       30,179,390 (b)      30,176,373       30,179,390 (b) 

Fidelity Securities Lending Cash Central Fund 1.11%

    2,697,204       2,697,743 (b)(c)      0       0       0       0       2,697,204       2,697,743 (b)(d) 
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL MONEY MARKET FUNDS

      12,765,474         9,549,546         98,650,341         120,965,361  
   

 

 

     

 

 

     

 

 

     

 

 

 

TOTAL INVESTMENT PORTFOLIO – 100.1%

      477,579,277         173,585,688         1,965,186,892         2,616,351,857  

NET OTHER ASSETS (LIABILITIES) – (0.1)%

      (1,237,957       (36,678       (445,755       (1,720,390
   

 

 

     

 

 

     

 

 

     

 

 

 

NET ASSETS – 100%

    $ 476,341,320       $ 173,549,010       $ 1,964,741,137       $ 2,614,631,467  
   

 

 

     

 

 

     

 

 

     

 

 

 

Cost of Investments

    $ 422,463,132       $ 166,807,725       $ 1,528,007,302       $ 2,117,278,159  
   

 

 

     

 

 

     

 

 

     

 

 

 


Table of Contents

Fidelity Charles Street Trust: Fidelity Global Balanced Fund    

Fidelity Salem Street Trust: Fidelity Global Strategies Fund    

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund    

Pro Forma Combined Statement of Assets & Liabilities     

As of September 30, 2017 (Unaudited)    

 

Fidelity Global Balanced Fund

            (Acquired Fund)           

Legend

(a) Non-income producing.

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(c) Investment made with cash collaterial received from securities on loan.

(d) Amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $9,628,571 or 2.0% of net assets.

(g) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC’s website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, other than the Commodity Strategy Central Fund, is available at fidelity.com and/or institutional.fidelity.com, as applicable. In addition, each Fidelity Central Fund’s financial statements, which are not covered by the Fund’s Report of Independent Registered Public Accounting Firm, are available on the SEC’s website or upon request.

Affiliated Underlying Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

 

Fund

 

Fidelity Cash Central Fund

  $ 54,713  

Fidelity Commodity Strategy Central Fund

    32,335  

Fidelity Emerging Markets Equity Central Fund

    153,873  

Fidelity Security Lending Cash Central Fund

    33,039  
 

 

 

 

Total

  $ 273,960  
 

 

 

 

Investment Valuation    

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:    

 

Description   Total     Level 1     Level 2      Level 3  

Investments in Securities:

 

      

Equities:

        

Consumer Discretionary

  $ 37,813,460     $ 36,794,412     $ 1,019,048      $ —    

Consumer Staples

    17,552,802       13,311,575       4,241,227        —    

Energy

    5,381,794       5,381,794       —          —    

Financials

    45,121,397       42,858,504       2,262,893        —    

Health Care

    37,440,761       34,513,648       2,927,113        —    

Industrials

    33,204,153       30,971,743       2,232,410        —    

Information Technology

    68,574,708       63,184,889       5,389,819        —    

Materials

    13,377,958       12,939,414       438,544        —    

Real Estate

    8,559,788       8,559,788       —          —    

Telecommunication Services

    2,960,542       1,646,782       1,313,760        —    

Utilities

    1,058,163       1,058,163       —          —    

Equity Central Funds

    17,965,754       17,965,754       —          —    

Money Market Central Funds

    12,765,474       12,765,474       —          —    

Investment Companies

    25,801,532       25,801,532       —          —    

Corporate Bonds

    3,625,798       —         3,625,798        —    

U.S. Government and Government Agency Obligations

    48,954,772       —         48,954,772        —    

Foreign Government and Government Agency Obligations

    97,420,421       —         97,420,421        —    
 

 

 

   

 

 

   

 

 

    

 

 

 

Total Investments in Securities:

  $ 477,579,277     $ 307,753,472     $ 169,825,805      $ —    
 

 

 

   

 

 

   

 

 

    

 

 

 

Fidelity Global Strategies Fund

            (Acquired Fund)            

Legend

(a) Non-income producing.

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(c) Affiliated Fund

Affiliated Underlying Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

 

Fund

 

Fidelity Advisor Value Strategies Fund

  $ 103,701  

Fidelity Capital Appreciation Fund

    50,526  

Fidelity Cash Central Fund

    73,966  

Fidelity Emerging Markets Fund

    40,875  

Fidelity Europe Fund

    84,809  

Fidelity Event Driven Opportunities Fund

    13,759  

Fidelity International Capital Appreciation Fund

    52,517  

Fidelity Investments Money Market Government Portfolio Institutional Class 0.95%

    861  

Fidelity Japan Smaller Companies Fund

    66,774  

Fidelity Long Term Treasury Bond Index Fund

    16,371  

Fidelity Low Priced Stock Fund

    1,285,852  

Fidelity Mid-Cap Stock Fund

    51,203  

Fidelity Pacific Basin Fund

    96,127  

Fidelity Real Estate Income Fund

    105,849  

Fidelity Security Lending Cash Central Fund

    157,780  

Fidelity Value Discovery Fund

    52,447  
 

 

 

 

Total

  $ 2,253,417  
 

 

 

 

 

Consolidated Subsidiary

 

 
Fund   Value,
beginning
of period
    Purchases     Sales
Proceeds
    Value,
end of
period
 

Fidelity Dynamic Strategies Cayman Ltd

  $ 4,075,994     $ —       $ 4,047,000     $ 60,487  
 

 

 

   

 

 

   

 

 

   

 

 

 

Investment Valuation    

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:    

 

Description   Total     Level 1     Level 2     Level 3  

Investments in Securities:

 

   

Money Market Central Funds

  $ 9,486,153     $ 9,486,153     $ —       $ —    

Investment Companies

    59,924,431       59,924,431       —         —    

Fixed-Income Funds

    3,482,076       3,482,076       —         —    

Equity Funds

    100,693,028       100,693,028       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities:

  $ 173,585,688     $ 173,585,688     $ —       $ —    
 

 

 

   

 

 

   

 

 

   

 

 

 
 


Table of Contents

Fidelity Charles Street Trust: Fidelity Global Balanced Fund    

Fidelity Salem Street Trust: Fidelity Global Strategies Fund    

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund    

Pro Forma Combined Statement of Assets & Liabilities     

As of September 30, 2017 (Unaudited)    

 

Fidelity Asset Manager 60% Fund

              (Acquiring Fund)              

Legend

(a) Non-income producing.

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(c) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC’s website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, other than the Commodity Strategy Central Fund, is available at fidelity.com and/or institutional.fidelity.com, as applicable. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

Affiliated Underlying Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

 

Fund

 

Fidelity Cash Central Fund

  $ 389,860  

Fidelity Commodity Strategy Central Fund

    174,755  

Fidelity Consumer Discretionary Central Fund

    752,577  

Fidelity Consumer Staples Central Fund

    1,260,072  

Fidelity Emerging Markets Debt Central Fund

    634,058  

Fidelity Emerging Markets Equity Central Fund

    914,309  

Fidelity Energy Central Fund

    821,489  

Fidelity Financials Central Fund

    2,027,139  

Fidelity Floating Rate Central Fund

    855,568  

Fidelity Health Care Central Fund

    754,846  

Fidelity High Income Central Fund 1

    2,652,118  

Fidelity Industrials Central Fund

    988,207  

Fidelity Inflation-Protected Bond Index Central Fund

    109,720  

Fidelity Information Technology Central Fund

    1,106,391  

Fidelity International Equity Central Fund

    5,579,539  

Fidelity Investment Grade Bond Central Fund

    12,666,102  

Fidelity Materials Central Fund

    348,045  

Fidelity Money Market Central Fund, 1.41%

    350,423  

Fidelity Real Estate Equity Central Fund

    200,830  

Fidelity Security Lending Cash Central Fund

    2,993  

Fidelity Telecom Services Central Fund

    383,748  

Fidelity Utilities Central Fund

    549,291  
 

 

 

 

Total

  $ 33,522,080  
 

 

 

 

Investment Valuation    

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:    

 

Description   Total     Level 1     Level 2      Level 3  

Investments in Securities:

 

    

Equity Central Funds

  $ 1,115,569,089     $ 1,115,569,089     $ —        $ —    

Fixed-Income Central Funds

    668,062,886       668,062,886       —          —    

Money Market Central Funds

    98,650,341       98,650,341       —          —    

Investment Companies

    82,904,576       82,904,576       —          —    
 

 

 

   

 

 

   

 

 

    

 

 

 

Total Investments in Securities:

  $ 1,965,186,892     $ 1,965,186,892     $ —        $ —    
 

 

 

   

 

 

   

 

 

    

 

 

 

 

Fidelity Asset Manager 60% Fund

           Pro Forma Combined          

Legend

(a) Non-income producing.

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(c) Affiliated Fund

(d) Investment made with cash collaterial received from securities on loan.

(e) Amount is stated in United States dollars unless otherwise noted.

(f) Security or a portion of the security is on loan at period end.

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $9,628,571 or 0.4% of net assets.

(h) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC’s website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, other than the Commodity Strategy Central Fund, is available at fidelity.com and/or institutional.fidelity.com, as applicable. In addition, each Fidelity Central Fund’s financial statements, which are not covered by the Fund’s Report of Independent Registered Public Accounting Firm, are available on the SEC’s website or upon request.

Affiliated Underlying Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

 

Fund

  

Fidelity Advisor Value Strategies Fund

   $ 103,701  

Fidelity Capital Appreciation Fund

     50,526  

Fidelity Cash Central Fund

     518,539  

Fidelity Commodity Strategy Central Fund

     207,090  

Fidelity Consumer Discretionary Central Fund

     752,577  

Fidelity Consumer Staples Central Fund

     1,260,072  

Fidelity Emerging Markets Fund

     40,875  

Fidelity Emerging Markets Debt Central Fund

     634,058  

Fidelity Emerging Markets Equity Central Fund

     1,068,182  

Fidelity Energy Central Fund

     821,489  

Fidelity Europe Fund

     84,809  

Fidelity Event Driven Opportunities Fund

     13,759  

Fidelity Financials Central Fund

     2,027,139  

Fidelity Floating Rate Central Fund

     855,568  

Fidelity Health Care Central Fund

     754,846  

Fidelity High Income Central Fund 1

     2,652,118  

Fidelity Industrials Central Fund

     988,207  

Fidelity Inflation-Protected Bond Index Central Fund

     109,720  

Fidelity Information Technology Central Fund

     1,106,391  

Fidelity International Equity Central Fund

     5,579,539  

Fidelity Investment Grade Bond Central Fund

     12,666,102  

Fidelity Investments Money Market Government Portfolio Institutional Class 0.95%

     861  

Fidelity Materials Central Fund

     348,045  

Fidelity Money Market Central Fund, 1.41%

     350,423  

Fidelity Real Estate Equity Central Fund

     200,830  

Fidelity International Capital Appreciation Fund

     52,517  

Fidelity Japan Smaller Companies Fund

     66,774  

Fidelity Long Term Treasury Bond Index Fund

     16,371  

Fidelity Low Priced Stock Fund

     1,285,852  

Fidelity Mid-Cap Stock Fund

     51,203  

Fidelity Pacific Basin Fund

     96,127  

Fidelity Real Estate Income Fund

     105,849  

Fidelity Security Lending Cash Central Fund

     193,812  

Fidelity Telecom Services Central Fund

     383,748  

Fidelity Value Discovery Fund

     52,447  

Fidelity Utilities Central Fund

     549,291  
  

 

 

 

Total

   $ 36,049,457  
  

 

 

 

 

Consolidated Subsidiary

 

 
Fund   Value,
beginning
of period
    Purchases     Sales
Proceeds
    Value,
end of
period
 

Fidelity Dynamic Strategies Cayman Ltd

  $ 4,075,994     $ —       $ 4,047,000     $ 60,487  
 

 

 

   

 

 

   

 

 

   

 

 

 

Investment Valuation    

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:    

 

Description   Total     Level 1     Level 2      Level 3  

Investments in Securities:

 

    

Equities:

        

Consumer Discretionary

  $ 37,813,460     $ 36,794,412     $ 1,019,048      $ —    

Consumer Staples

    17,552,802       13,311,575       4,241,227        —    

Energy

    5,381,794       5,381,794       —          —    

Financials

    45,121,397       42,858,504       2,262,893        —    

Health Care

    37,440,761       34,513,648       2,927,113        —    

Industrials

    33,204,153       30,971,743       2,232,410        —    

Information Technology

    68,574,708       63,184,889       5,389,819        —    

Materials

    13,377,958       12,939,414       438,544        —    

Real Estate

    8,559,788       8,559,788       —          —    

Telecommunication Services

    2,960,542       1,646,782       1,313,760        —    

Utilities

    1,058,163       1,058,163       —          —    

Corporate Bonds

    3,625,798       —         3,625,798        —    

U.S. Government and Government Agency Obligations

    48,954,772       —         48,954,772        —    

Foreign Government and Government Agency Obligations

    97,420,421       —         97,420,421        —    

Equity Central Funds

    1,133,534,843       1,133,534,843       —          —    

Equity Funds

    100,693,028       100,693,028       —          —    

Fixed-Income Central Funds

    668,062,886       668,062,886       —          —    

Fixed-Income Funds

    3,482,076       3,482,076       —          —    

Money Market Central Funds

    120,901,968       120,901,968       —          —    

Investment Companies

    168,630,539       168,630,539       —          —    
 

 

 

   

 

 

   

 

 

    

 

 

 

Total Investments in Securities:

  $ 2,616,351,857     $ 2,446,526,052     $ 169,825,805      $ 0  
 

 

 

   

 

 

   

 

 

    

 

 

 
 


Table of Contents

Fidelity Charles Street Trust: Fidelity Global Balanced Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Statement of Assets & Liabilities

As of September 30, 2017 (Unaudited)

Proposal #1 (a)

 

     Fidelity Global
Balanced Fund
(Acquired Fund)
    Fidelity Asset
Manager 60%
(Acquiring Fund)
    Combined     Adjustments      Fidelity Asset
Manager 60%
Pro Forma Combined
 

Assets

           

Investments in securities, at value:

           

Unaffiliated issuers

   $ 459,613,523     $ 82,904,576     $ 542,518,099     $ —        $ 542,518,099  

Fidelity Central Funds

     17,965,754       1,882,282,316       1,900,248,070       —          1,900,248,070  

Receivable for investments sold

     3,333,553       1,892,489       5,226,042       —          5,226,042  

Receivable for fund shares sold

     105,788       1,295,911       1,401,699       —          1,401,699  

Dividends receivable

     697,604       —         697,604       —          697,604  

Distributions receivable from Fidelity Central Funds

     4,363       62,235       66,598       —          66,598  

Interest Receivable

     607,918       —         607,918       —          607,918  

Prepaid expenses

     1,151       4,619       5,770       —          5,770  

Other receivables

     22,457       4,475       26,932       —          26,932  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Total assets

     482,352,111       1,968,446,621       2,450,798,732       —          2,450,798,732  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Liabilities

           

Payable to custodian Bank

   $ 1,739     $ —       $ 1,739     $ —        $ 1,739  

Payable for investments purchased

     2,626,325       7,826       2,634,151       —          2,634,151  

Payable for fund shares redeemed

     183,414       2,462,515       2,645,929       —          2,645,929  

Accrued management fee

     277,267       885,193       1,162,460       —          1,162,460  

Distribution and service plan fees payable

     —         51,911       51,911       —          51,911  

Other affiliated payables

     —         248,051       248,051       —          248,051  

Other payables and accrued expenses

     224,591 (b)      49,988       274,579       —          274,579  

Collateral on securities loaned, at value

     2,697,455       —         2,697,455       —          2,697,455  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Total liabilities

     6,010,791       3,705,484       9,716,275       —          9,716,275  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net Assets

   $ 476,341,320     $ 1,964,741,137     $ 2,441,082,457       —        $ 2,441,082,457  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net Assets consist of:

           

Paid in capital

   $ 400,499,197     $ 1,635,152,261     $ 2,035,651,458       —        $ 2,035,651,458  

Undistributed net investment income (loss)

     1,424,818       15,717,836       17,142,654       —          17,142,654  

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

     19,302,842       (123,308,550     (104,005,708     —          (104,005,708

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currency transactions

     55,114,463       437,179,590       492,294,053       —          492,294,053  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net Assets

   $ 476,341,320     $ 1,964,741,137     $ 2,441,082,457       —        $ 2,441,082,457  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Book cost of respective Fund:

   $ 422,463,132     $ 1,528,007,302     $ 1,950,470,434       —        $ 1,950,470,434  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 


Table of Contents
     Fidelity Global
Balanced Fund
(Acquired Fund)
     Fidelity Asset
Manager 60%
(Acquiring Fund)
     Combined      Pro Forma
Adjustments
    Fidelity Asset
Manager 60%
Pro Forma Combined
 

Net Asset Value

             

Class A

             

Net Assets

   $ 41,993,658      $ 59,048,809      $ 101,042,467        $ 101,042,467  

Offering price and redemption price per share

   $ 24.99      $ 12.42      $ 12.42        $ 12.42  

Shares outstanding

     1,680,463        4,756,089           3,381,132 (c)      8,137,221  

Maximum offering price per share (100/94.25 of $20.33)

   $ 26.51        13.18      $ 13.18        $ 13.18  

Class M

             

Net Assets

   $ 14,704,097      $ 20,859,714      $ 35,563,811        $ 35,563,811  

Offering price and redemption price per share

   $ 24.71      $ 12.34      $ 12.34        $ 12.34  

Shares outstanding

     595,110        1,689,804           1,191,580 (c)      2,881,384  

Maximum offering price per share (100/96.50 of $20.53)

     25.61        12.79      $ 12.79        $ 12.79  

Class C

             

Net Assets

   $ 26,602,482      $ 37,384,313      $ 63,986,795        $ 63,986,795  

Offering price and redemption price per share

   $ 24.07      $ 12.18      $ 12.18        $ 12.18  

Shares outstanding

     1,105,141        3,068,469           2,184,112 (c)      5,252,581  

Class I

             

Net Assets

   $ 10,150,083      $ 26,423,276      $ 36,573,359        $ 36,573,359  

Offering price and redemption price per share

   $ 25.29      $ 12.48      $ 12.48        $ 12.48  

Shares outstanding

     401,318        2,117,765           813,308 (c)      2,931,073  

Global Balanced Fund; Global Strategies Fund; Asset Manager 60%; Pro Forma Adjustments; Asset Manager 60% Pro Forma; respectively

             

Net Assets

   $ 382,891,000      $ 1,821,025,025      $ 2,203,916,025        $ 2,203,916,025  

Offering price and redemption price per share

   $ 25.36      $ 12.47      $ 12.47        $ 12.47  

Shares outstanding

     15,095,730        145,994,226           30,704,972 (c)      176,699,198  

 

(a) Proposal #1 only.
(b) Fidelity Global Balanced Fund’s estimated one time proxy costs of $46,000 not included in the Pro forma.
(c) Reflects the conversion of the Acquired Funds Class Net Assets into the Acquiring Class.


Table of Contents

Fidelity Charles Street Trust: Fidelity Global Balanced Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Statement of Operations

12 months ended September 30, 2017 (Unaudited)

 

     Fidelity Global
Balanced Fund
(Acquired Fund)
    Fidelity Asset
Manager 60%
(Acquiring Fund)
    Combined     Pro Forma
Adjustments
    Fidelity Asset
Manager 60%
Pro Forma Combined
 

Dividends Unaffiliated issuers

   $ 5,016,968     $ 1,766,039     $ 6,783,007     $ —       $ 6,783,007  

Interest

     1,733,097       136       1,733,233       —         1,733,233  

Income from Fidelity Central Funds

     273,960       33,522,080       33,796,040       —         33,796,040  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before foreign taxes withheld

     7,024,025       35,288,255       42,312,280       —         42,312,280  

Less foreign taxes withheld

     (252,044     —         (252,044     —         (252,044
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Income

     6,771,981       35,288,255       42,060,236       —         42,060,236  

Expenses

          

Management fee

     3,293,120       9,586,074       12,879,194       (711,449 )(d)      12,167,745  

Transfer agent fees

     889,821       2,048,785       2,938,606       —         2,938,606  

Distribution and service plan fees

     433,779       584,102       1,017,881       —         1,017,881  

Accounting and security lending fees

     245,485       690,021       935,506       (78,327 )(e)      857,179  

Custodian fees and expenses

     139,962       5,680       145,642       (131,323 )(e)      14,319  

Independent trustees’ compensation

     1,885       6,668       8,553       —         8,553  

Registration fees

     83,789       141,059       224,848       —         224,848  

Audit

     153,547       41,281       194,828       (153,547 )(f)      41,281  

Legal

     9,146       4,444       13,590       —         13,590  

Miscellaneous

     4,350 (g)      13,320       17,670       —         17,670  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses before reductions

     5,254,884       13,121,434       18,376,318       (1,074,646     17,301,672  

Expenses reductions

     (47,316     (44,216     (91,532     4,366       (87,166
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     5,207,568       13,077,218       18,284,786       (1,070,280     17,214,506  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     1,564,413       22,211,037       23,775,450       1,070,280       24,845,730  

Realized and Unrealized Gain (Loss)

          

Net realized gain (loss) on:

          

Investment securities:

          

Unaffiliated issuers

     21,950,187       5,375,416       27,325,603       —         27,325,603  

Fidelity Central Funds

     —         24,500,736       24,500,736       —         24,500,736  

Foreign currency transactions

     (49,761     —         (49,761     —         (49,761

Capital gain distributions from Fidelity Central Funds

     —         3,249,158       3,249,158       —         3,249,158  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net realized gain (loss)

     21,900,426       33,125,310       55,025,736       —         55,025,736  

Change in net unrealized appreciation (depreciation) on:

          

Investment securities

     9,248,179       6,701,839       15,950,018       —         15,950,018  

Fidelity Central Funds

     —         144,724,402       144,724,402       —         144,724,402  

Assets and liabilities in foreign currencies

     20,445       —         20,445       —         20,445  

Futures contracts

     —         —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total change in net unrealized appreciation (depreciation)

     9,268,624       151,426,241       160,694,865       —         160,694,865  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Gain (Loss)

     31,169,050       184,551,551       215,720,601       —         215,720,601  

Net increase (decrease) in net assets resulting from operations

   $ 32,733,463     $ 206,762,588     $ 239,496,051     $ 1,070,280     $ 240,566,331  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(d) Management fee adjustment reflects the Acquiring Fund’s management fee rate applied to the Pro Forma Combined fund’s average net assets.
(e) Decrease in expenses based on elimination of redundant fees based on Pro Forma Combined fund’s average net assets
(f) Decrease in expenses based on elimination of certain Fidelity Global Balanced Fund expense.
(g) Fidelity Global Balanced Fund’s proxy related expenses, representing approximately $46,000 are excluded from the Pro Forma Combined fund analysis.


Table of Contents

Fidelity Charles Street Trust: Fidelity Global Balanced Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Investments

As of September 30, 2017 (Unaudited)

 

     Fidelity Global Balanced Fund     Fidelity Asset Manager 60% Fund      Fidelity Asset Manager 60% Fund  
     (Acquired Fund)     (Acquiring Fund)      Pro Forma Combined  

Investments September 30, 2017 (Unaudited)

                

Showing Percentage of Net Assets

 

          

Common Stocks – 11.0%

     Shares        Value       Shares        Value        Shares        Value  

Australia

                

Abacus Property Group unit

     75,257      $ 223,139       0      $ 0        75,257      $ 223,139  

Amcor Ltd.

     25,647        305,987       0        0        25,647        305,987  

Arena (REIT) unit

     156,658        282,630       0        0        156,658        282,630  

Aub Group Ltd.

     26,280        264,684       0        0        26,280        264,684  

Australia & New Zealand Banking Group Ltd.

     31,983        742,589       0        0        31,983        742,589  

Bapcor Ltd.

     53,726        220,828       0        0        53,726        220,828  

Beacon Lighting Group Ltd.

     165,667        197,523       0        0        165,667        197,523  

BHP Billiton Ltd.

     18,856        382,396       0        0        18,856        382,396  

Blue Sky Alternative Investments Ltd.

     39,766        343,117       0        0        39,766        343,117  

BWX Ltd.

     38,740        178,376       0        0        38,740        178,376  

Commonwealth Bank of Australia

     18,430        1,087,851       0        0        18,430        1,087,851  

Corporate Travel Management Ltd.

     13,889        238,154       0        0        13,889        238,154  

CSL Ltd.

     5,896        619,541       0        0        5,896        619,541  

Hansen Technologies Ltd.

     92,433        242,890       0        0        92,433        242,890  

HUB24 Ltd.

     44,273        272,613 (a)      0        0        44,273        272,613 (a) 

Magellan Financial Group Ltd.

     12,087        232,854       0        0        12,087        232,854  

NIB Holdings Ltd.

     62,580        281,764       0        0        62,580        281,764  

realestate.com.au Ltd.

     5,695        299,300       0        0        5,695        299,300  

Reliance Worldwide Corp. Ltd.

     84,264        260,421       0        0        84,264        260,421  

SpeedCast International Ltd.

     42,320        132,119       0        0        42,320        132,119  

Sydney Airport unit

     49,357        275,268       0        0        49,357        275,268  

Vita Group Ltd.

     55,854        74,261       0        0        55,854        74,261  

Woodside Petroleum Ltd.

     13,027        297,355       0        0        13,027        297,355  
     

 

 

      

 

 

       

 

 

 

TOTAL AUSTRALIA

        7,455,660          0           7,455,660  
     

 

 

      

 

 

       

 

 

 

Austria

                

ams AG

     4,900        355,223       0        0        4,900        355,223  
     

 

 

      

 

 

       

 

 

 

Bailiwick of Guernsey

                

Amdocs Ltd.

     8,000        514,560       0        0        8,000        514,560  
     

 

 

      

 

 

       

 

 

 

Bailiwick of Jersey

                

Delphi Automotive PLC

     1,500        147,600       0        0        1,500        147,600  

Randgold Resources Ltd.

     302        29,517       0        0        302        29,517  

Wizz Air Holdings PLC

     11,000        421,711 (a)      0        0        11,000        421,711 (a) 
     

 

 

      

 

 

       

 

 

 

TOTAL BAILIWICK OF JERSEY

        598,828          0           598,828  
     

 

 

      

 

 

       

 

 

 

Bermuda

                

Dairy Farm International Holdings Ltd.

     24,600        189,174       0        0        24,600        189,174  

Hongkong Land Holdings Ltd.

     37,400        269,280       0        0        37,400        269,280  

Man Wah Holdings Ltd.

     96,800        86,743       0        0        96,800        86,743  

Tai Cheung Holdings Ltd.

     99,000        102,402       0        0        99,000        102,402  

Vostok Emerging Finance Ltd. (depository receipt)

     3,064,486        681,005 (a)      0        0        3,064,486        681,005 (a) 

Vostok New Ventures Ltd. (depositary receipt)

     222,461        1,700,229 (a)      0        0        222,461        1,700,229 (a) 
     

 

 

      

 

 

       

 

 

 

TOTAL BERMUDA

        3,028,833          0           3,028,833  
     

 

 

      

 

 

       

 

 

 


Table of Contents

Brazil

                

Banco do Brasil SA

     5,000        55,097                           0                            0                    5,000        55,097  

Itau Unibanco Holding SA

     5,000        60,622       0        0        5,000        60,622  
     

 

 

      

 

 

       

 

 

 

TOTAL BRAZIL

                115,719          0                     115,719  
     

 

 

      

 

 

       

 

 

 

Canada

                

Agnico Eagle Mines Ltd. (Canada)

     1,080        48,809       0        0        1,080        48,809  

Agrium, Inc.

     1,230        131,818       0        0        1,230        131,818  

Alimentation Couche-Tard, Inc. Class B (sub. vtg.)

     2,460        112,181       0        0        2,460        112,181  

Allied Properties (REIT)

     1,120        35,761       0        0        1,120        35,761  

ARC Resources Ltd.

     2,370        32,651       0        0        2,370        32,651  

AutoCanada, Inc.

     260        4,961       0        0        260        4,961  

Bank of Nova Scotia

     1,560        100,270       0        0        1,560        100,270  

Barrick Gold Corp.

     1,580        25,427       0        0        1,580        25,427  

Brookfield Asset Management, Inc. Class A

     1,170        48,310       0        0        1,170        48,310  

Canadian Energy Services & Technology Corp.

     6,000        30,343       0        0        6,000        30,343  

Canadian National Railway Co.

     1,900        157,421       0        0        1,900        157,421  

Canadian Natural Resources Ltd.

     3,050        102,151       0        0        3,050        102,151  

Canadian Pacific Railway Ltd.

     880        147,810       0        0        880        147,810  

Cara Operations Ltd.

     830        16,224       0        0        830        16,224  

CCL Industries, Inc. Class B

     930        45,004       0        0        930        45,004  

Cenovus Energy, Inc.

     5,360        53,740       0        0        5,360        53,740  

CGI Group, Inc. Class A (sub. vtg.)

     1,630        84,521 (a)      0        0        1,630        84,521 (a) 

CI Financial Corp.

     2,020        44,180       0        0        2,020        44,180  

Cogeco Communications, Inc.

     420        30,974       0        0        420        30,974  

Constellation Software, Inc.

     110        60,013       0        0        110        60,013  

Corus Entertainment, Inc. Class B (non-vtg.)

     1,490        15,500       0        0        1,490        15,500  

Detour Gold Corp.

     1,420        15,660 (a)      0        0        1,420        15,660 (a) 

Enbridge, Inc.

     4,020        167,920       0        0        4,020        167,920  

Fairfax India Holdings Corp.

     330        5,825 (a)      0        0        330        5,825 (a) 

First Quantum Minerals Ltd.

        221,000        2,481,435       0        0        221,000        2,481,435  

Franco-Nevada Corp.

     1,000        77,467       0        0        1,000        77,467  

George Weston Ltd.

     960        83,594       0        0        960        83,594  

Hydro One Ltd.

     1,930        35,143       0        0        1,930        35,143  

Imperial Oil Ltd.

     880        28,112       0        0        880        28,112  

Intact Financial Corp.

     680        56,171       0        0        680        56,171  

Jean Coutu Group, Inc. Class A (sub. vtg.)

     1,270        24,733       0        0        1,270        24,733  

Labrador Iron Ore Royalty Corp.

     600        9,521       0        0        600        9,521  

Lundin Mining Corp.

     6,750        46,307       0        0        6,750        46,307  

Magna International, Inc. Class A (sub. vtg.)

     250        13,342       0        0        250        13,342  

Manulife Financial Corp.

     8,770        177,895       0        0        8,770        177,895  

Metro, Inc. Class A (sub. vtg.)

     1,100        37,829       0        0        1,100        37,829  

North West Co., Inc.

     1,430        34,279       0        0        1,430        34,279  

NuVista Energy Ltd.

     3,610        21,844 (a)      0        0        3,610        21,844 (a) 

Open Text Corp.

     1,620        52,271       0        0        1,620        52,271  

Park Lawn Corp.

     150        2,308       0        0        150        2,308  

Pason Systems, Inc.

     680        10,235       0        0        680        10,235  

Peyto Exploration & Development Corp.

     1,120        18,311       0        0        1,120        18,311  

Power Corp. of Canada (sub. vtg.)

     4,330        110,042       0        0        4,330        110,042  

PrairieSky Royalty Ltd.

     69,678        1,783,064 (e)      0        0        69,678        1,783,064 (e) 

Premier Gold Mines Ltd.

     5,760        16,480 (a)      0        0        5,760        16,480 (a) 

Quebecor, Inc. Class B (sub. vtg.)

     1,040        39,083       0        0        1,040        39,083  

Raging River Exploration, Inc.

     3,240        20,436 (a)      0        0        3,240        20,436 (a) 

Rogers Communications, Inc. Class B (non-vtg.)

     2,830        145,928       0        0        2,830        145,928  

Royal Bank of Canada

     5,780        447,206       0        0        5,780        447,206  

ShawCor Ltd. Class A

     1,030        22,792       0        0        1,030        22,792  

Sleep Country Canada Holdings, Inc.

     560        16,193       0        0        560        16,193  


Table of Contents

Stantec, Inc.

     1,200        33,305                           0                            0                    1,200        33,305  

Suncor Energy, Inc.

     8,082               283,251       0        0        8,082                  283,251  

TELUS Corp.

     3,450        124,092       0        0        3,450        124,092  

The Toronto-Dominion Bank

     7,610        428,453       0        0        7,610        428,453  

TMX Group Ltd.

     690        38,986       0        0        690        38,986  

Torex Gold Resources, Inc.

     1,082        16,953 (a)      0        0        1,082        16,953 (a) 

Toromont Industries Ltd.

     770        35,311       0        0        770        35,311  

TransForce, Inc.

     1,040        26,805       0        0        1,040        26,805  

Western Forest Products, Inc.

     20,210        43,246       0        0        20,210        43,246  

Wheaton Precious Metals Corp.

     2,140        40,819       0        0        2,140        40,819  
     

 

 

      

 

 

       

 

 

 

TOTAL CANADA

        8,400,716          0           8,400,716  
     

 

 

      

 

 

       

 

 

 

Cayman Islands

             0        

Alibaba Group Holding Ltd. sponsored ADR

     17,553        3,031,579 (a)      0        0        17,553        3,031,579 (a) 

CK Hutchison Holdings Ltd.

     36,500        466,553       0        0        36,500        466,553  

Herbalife Ltd.

     2,000        135,660 (a)      0        0        2,000        135,660 (a) 

International Housewares Retail Co. Ltd.

     981,000        187,118       0        0        981,000        187,118  

JD.com, Inc. sponsored ADR

     54,000        2,062,800 (a)      0        0        54,000        2,062,800 (a) 

SITC International Holdings Co. Ltd.

     176,000        159,517       0        0        176,000        159,517  

Tencent Holdings Ltd.

     13,100        572,741       0        0        13,100        572,741  
     

 

 

      

 

 

       

 

 

 

TOTAL CAYMAN ISLANDS

        6,615,968          0           6,615,968  
     

 

 

      

 

 

       

 

 

 

China

                

Shenzhen Expressway Co. (H Shares)

     156,000        151,375       0        0        156,000        151,375  
     

 

 

      

 

 

       

 

 

 

Denmark

                

A.P. Moller - Maersk A/S Series B

     781        1,483,543       0        0        781        1,483,543  

Novozymes A/S Series B

     16,700        856,982       0        0        16,700        856,982  
     

 

 

      

 

 

       

 

 

 

TOTAL DENMARK

        2,340,525          0           2,340,525  
     

 

 

      

 

 

       

 

 

 

France

                

Amundi SA

     240        19,947       0        0        240        19,947  

Capgemini SA

     14,400        1,687,640       0        0        14,400        1,687,640  

Kering SA

     1,500        597,539       0        0        1,500        597,539  

Rubis

     9,800        624,651       0        0        9,800        624,651  

Thales SA

     12,900        1,460,311       0        0        12,900        1,460,311  

The Vicat Group

     8,400        640,949       0        0        8,400        640,949  

Wendel SA

     9,100        1,474,013       0        0        9,100        1,474,013  
     

 

 

      

 

 

       

 

 

 

TOTAL FRANCE

        6,505,050          0           6,505,050  
     

 

 

      

 

 

       

 

 

 

Germany

                

adidas AG

     28,600        6,469,768       0        0        28,600        6,469,768  

Bayer AG

     200        27,321       0        0        200        27,321  

Bertrandt AG

     6,600        664,450       0        0        6,600        664,450  

CompuGroup Medical AG

     8,000        453,093       0        0        8,000        453,093  

CTS Eventim AG

     21,940        957,628       0        0        21,940        957,628  

Fresenius Medical Care AG & Co. KGaA

     9,400        919,004       0        0        9,400        919,004  

LEG Immobilien AG

     16,193        1,638,065       0        0        16,193        1,638,065  

MTU Aero Engines Holdings AG

     7,600        1,212,180       0        0        7,600        1,212,180  

SAP SE

     34,517        3,784,625       0        0        34,517        3,784,625  

Vonovia SE

     21,500        914,791       0        0        21,500        914,791  
     

 

 

      

 

 

       

 

 

 

TOTAL GERMANY

        17,040,925          0           17,040,925  
     

 

 

      

 

 

       

 

 

 

Hong Kong

                

AIA Group Ltd.

     133,000        980,695       0        0        133,000        980,695  

Hang Seng Bank Ltd.

     15,900        387,547       0        0        15,900        387,547  

Power Assets Holdings Ltd.

     46,000        398,369       0        0        46,000        398,369  

Techtronic Industries Co. Ltd.

     35,500        189,507       0        0        35,500        189,507  
     

 

 

      

 

 

       

 

 

 

TOTAL HONG KONG

        1,956,118          0           1,956,118  
     

 

 

      

 

 

       

 

 

 


Table of Contents

India

                

Bharat Petroleum Corp. Ltd.

     22,500                162,368                           0                            0                  22,500                  162,368  

HDFC Bank Ltd. sponsored ADR

     8,000        770,960       0        0        8,000        770,960  

Petronet LNG Ltd.

     30,000        106,201       0        0        30,000        106,201  

Reliance Industries Ltd.

     72,500        866,870       0        0        72,500        866,870  
     

 

 

      

 

 

       

 

 

 

TOTAL INDIA

        1,906,399          0           1,906,399  
     

 

 

      

 

 

       

 

 

 

Ireland

                

Alkermes PLC

     51,300        2,608,092 (a)      0        0        51,300        2,608,092 (a) 

Allied Irish Banks PLC

     23,264        139,816       0        0        23,264        139,816  

CRH PLC

     700        26,631       0        0        700        26,631  

DCC PLC (United Kingdom)

     8,900        864,039       0        0        8,900        864,039  

Paddy Power Betfair PLC (Ireland)

     15,000        1,496,640       0        0        15,000        1,496,640  

Ryanair Holdings PLC sponsored ADR

     8,082        852,004 (a)      0        0        8,082        852,004 (a) 

United Drug PLC (United Kingdom)

     75,117        855,079       0        0        75,117        855,079  
     

 

 

      

 

 

       

 

 

 

TOTAL IRELAND

        6,842,301          0           6,842,301  
     

 

 

      

 

 

       

 

 

 

Israel

                

Sarine Technologies Ltd.

     181,000        156,121       0        0        181,000        156,121  

Teva Pharmaceutical Industries Ltd. sponsored ADR

     7,000        123,200       0        0        7,000        123,200  
     

 

 

      

 

 

       

 

 

 

TOTAL ISRAEL

        279,321          0           279,321  
     

 

 

      

 

 

       

 

 

 

Italy

                

Banca Generali SpA

     22,200        770,091       0        0        22,200        770,091  

Buzzi Unicem SpA

     25,900        699,160       0        0        25,900        699,160  

Prada SpA

     320,200        1,114,937       0        0        320,200        1,114,937  

UniCredit SpA

     116,100        2,472,679 (a)      0        0        116,100        2,472,679 (a) 
     

 

 

      

 

 

       

 

 

 

TOTAL ITALY

        5,056,867          0           5,056,867  
     

 

 

      

 

 

       

 

 

 

Japan

                

Bank of Kyoto Ltd.

     5,600        284,666       0        0        5,600        284,666  

Chikaranomoto Holdings Co. Ltd.

     18,000        189,718 (e)      0        0        18,000        189,718 (e) 

Chugai Pharmaceutical Co. Ltd.

     8,200        340,315       0        0        8,200        340,315  

Daikin Industries Ltd.

     4,500        455,699       0        0        4,500        455,699  

Daito Trust Construction Co. Ltd.

     3,500        637,636       0        0        3,500        637,636  

Dentsu, Inc.

     10,500        460,964       0        0        10,500        460,964  

Disco Corp.

     2,300        467,869       0        0        2,300        467,869  

East Japan Railway Co.

     9,000        830,615       0        0        9,000        830,615  

Eiken Chemical Co. Ltd.

     15,200        591,655       0        0        15,200        591,655  

Funai Soken Holdings, Inc.

     12,000        369,518       0        0        12,000        369,518  

Hoya Corp.

     18,700        1,009,576       0        0        18,700        1,009,576  

Hulic Co. Ltd.

     37,900        371,506       0        0        37,900        371,506  

Japan Meat Co. Ltd.

     25,200        394,152       0        0        25,200        394,152  

Kao Corp.

     14,000        823,639       0        0        14,000        823,639  

Keyence Corp.

     2,500        1,327,483       0        0        2,500        1,327,483  

Kirindo Holdings Co. Ltd.

     7,300        85,764       0        0        7,300        85,764  

Kyushu Railway Co.

     1,500        44,590       0        0        1,500        44,590  

Misumi Group, Inc.

     21,100        555,604       0        0        21,100        555,604  

Mitsubishi Pencil Co. Ltd.

     4,200        105,369       0        0        4,200        105,369  

Mitsui Fudosan Co. Ltd.

     19,200        416,334       0        0        19,200        416,334  

Money Forward, Inc.

     5,500        150,789       0        0        5,500        150,789  

Morinaga & Co. Ltd.

     8,500        472,873       0        0        8,500        472,873  

Nakanishi, Inc.

     13,060        590,761       0        0        13,060        590,761  

Nidec Corp.

     6,900        847,438       0        0        6,900        847,438  


Table of Contents

Nifco, Inc.

     5,800              354,108                     0                            0                   5,800             354,108  

Nihon Parkerizing Co. Ltd.

     19,000        303,932       0        0        19,000        303,932  

Nintendo Co. Ltd.

     2,800        1,032,453       0        0        2,800        1,032,453  

Nissan Chemical Industries Co. Ltd.

     10,300        362,479       0        0        10,300        362,479  

Nitori Holdings Co. Ltd.

     7,100        1,015,232       0        0        7,100        1,015,232  

NTT DOCOMO, Inc.

     32,500        742,424       0        0        32,500        742,424  

Olympus Corp.

     14,200        480,800       0        0        14,200        480,800  

Open House Co. Ltd.

     17,200        600,720       0        0        17,200        600,720  

ORIX Corp.

     58,400        941,718       0        0        58,400        941,718  

PALTAC Corp.

     14,200        553,361       0        0        14,200        553,361  

Panasonic Corp.

     65,100        944,730       0        0        65,100        944,730  

PeptiDream, Inc.

     12,300        379,302 (a)(e)      0        0        12,300        379,302 (a)(e) 

Pilot Corp.

     11,200        535,490       0        0        11,200        535,490  

Rakuten, Inc.

     51,600        562,659       0        0        51,600        562,659  

Renesas Electronics Corp.

     33,400        363,905 (a)      0        0        33,400        363,905 (a) 

Santen Pharmaceutical Co. Ltd.

     36,300        571,961       0        0        36,300        571,961  

Seven & i Holdings Co. Ltd.

     19,200        741,782       0        0        19,200        741,782  

Shionogi & Co. Ltd.

     4,600        251,452       0        0        4,600        251,452  

SK Kaken Co. Ltd.

     5,300        432,384       0        0        5,300        432,384  

SMC Corp.

     1,800        634,899       0        0        1,800        634,899  

SMS Co., Ltd.

     17,800        567,101       0        0        17,800        567,101  

SoftBank Corp.

     16,200        1,313,760       0        0        16,200        1,313,760  

Sosei Group Corp.

     1,000        84,426 (a)      0        0        1,000        84,426 (a) 

Start Today Co. Ltd.

     33,500        1,061,342       0        0        33,500        1,061,342  

Subaru Corp.

     24,600        887,589       0        0        24,600        887,589  

Sundrug Co. Ltd.

     16,000        662,608       0        0        16,000        662,608  

The Suruga Bank Ltd.

     37,700        812,799       0        0        37,700        812,799  

Tokyo Century Corp.

     8,200        368,736       0        0        8,200        368,736  

Toshiba Plant Systems & Services Corp.

     19,200        322,830       0        0        19,200        322,830  

Toto Ltd.

     20,200        850,904       0        0        20,200        850,904  

Tsuruha Holdings, Inc.

     5,000        597,645       0        0        5,000        597,645  

Welcia Holdings Co. Ltd.

     14,000        526,905       0        0        14,000        526,905  
     

 

 

      

 

 

       

 

 

 

TOTAL JAPAN

        31,686,969          0           31,686,969  
     

 

 

      

 

 

       

 

 

 

Korea (South)

                

LG Chemical Ltd.

     1,200        410,787       0        0        1,200        410,787  
     

 

 

      

 

 

       

 

 

 

Luxembourg

                

B&M European Value Retail S.A.

     192,663        1,000,661       0        0        192,663        1,000,661  

Samsonite International SA

     59,700        256,023       0        0        59,700        256,023  
     

 

 

      

 

 

       

 

 

 

TOTAL LUXEMBOURG

        1,256,684          0           1,256,684  
     

 

 

      

 

 

       

 

 

 

Malta

                

Kambi Group PLC

     61,000        591,659 (a)      0        0        61,000        591,659 (a) 
     

 

 

      

 

 

       

 

 

 

Multi-National

                

HKT Trust/HKT Ltd. unit

     185,000        224,749       0        0        185,000        224,749  
     

 

 

      

 

 

       

 

 

 

Netherlands

                

Intertrust NV

     118,900        1,930,853       0        0        118,900        1,930,853  

Koninklijke Philips Electronics NV

     24,200        998,491       0        0        24,200        998,491  

Unilever NV:

                

(Certificaten Van Aandelen) (Bearer)

     30,500        1,802,883       0        0        30,500        1,802,883  

(NY Reg.)

     23,000        1,357,920       0        0        23,000        1,357,920  
     

 

 

      

 

 

       

 

 

 

TOTAL NETHERLANDS

        6,090,147          0           6,090,147  
     

 

 

      

 

 

       

 

 

 


Table of Contents

New Zealand

                

Fisher & Paykel Healthcare Corp.

     5,000        46,155       0        0                  5,000        46,155  

Ryman Healthcare Group Ltd.

     28,697                192,147                           0                            0        28,697                  192,147  
     

 

 

      

 

 

       

 

 

 

TOTAL NEW ZEALAND

        238,302          0           238,302  
     

 

 

      

 

 

       

 

 

 

Norway

                

Schibsted ASA (A Shares)

     81,200        2,092,064       0        0        81,200        2,092,064  
     

 

 

      

 

 

       

 

 

 

Singapore

                

Broadcom Ltd.

     2,900        703,366       0        0        2,900        703,366  

Wing Tai Holdings Ltd.

     106,700        169,908       0        0        106,700        169,908  
     

 

 

      

 

 

       

 

 

 

TOTAL SINGAPORE

        873,274          0           873,274  
     

 

 

      

 

 

       

 

 

 

Spain

                

Amadeus IT Holding SA Class A

     17,100        1,111,375       0        0        17,100        1,111,375  

Grifols SA

     28,800        839,054       0        0        28,800        839,054  

Prosegur Cash SA

     392,300        1,180,013       0        0        392,300        1,180,013  
     

 

 

      

 

 

       

 

 

 

TOTAL SPAIN

        3,130,442          0           3,130,442  
     

 

 

      

 

 

       

 

 

 

Sweden

                

AF AB (B Shares)

     7,700        179,811       0        0        7,700        179,811  

Dometic Group AB

     169,100        1,437,731       0        0        169,100        1,437,731  

Essity AB Class B

     42,200        1,148,144       0        0        42,200        1,148,144  

Getinge AB (B Shares)

     151,071        2,832,268       0        0        151,071        2,832,268  

H&M Hennes & Mauritz AB (B Shares)

     2,861        74,318       0        0        2,861        74,318  

Indutrade AB

     62,400        1,646,400       0        0        62,400        1,646,400  

Investor AB (B Shares)

     42,007        2,074,846       0        0        42,007        2,074,846  

Nobia AB

     33,700        335,970       0        0        33,700        335,970  

Pandox AB

     28,655        545,665       0        0        28,655        545,665  

Securitas AB (B Shares)

     160,700        2,691,191       0        0        160,700        2,691,191  

Svenska Cellulosa AB (SCA) (B Shares)

     204,400        1,731,587       0        0        204,400        1,731,587  
     

 

 

      

 

 

       

 

 

 

TOTAL SWEDEN

        14,697,931          0           14,697,931  
     

 

 

      

 

 

       

 

 

 

Switzerland

                

ABB Ltd. (Reg.)

     27,700        684,965       0        0        27,700        684,965  

EDAG Engineering Group AG

     15,700        244,937       0        0        15,700        244,937  

Swatch Group AG (Bearer)

     4,030        1,676,340       0        0        4,030        1,676,340  
     

 

 

      

 

 

       

 

 

 

TOTAL SWITZERLAND

        2,606,242          0           2,606,242  
     

 

 

      

 

 

       

 

 

 

United Kingdom

                

British American Tobacco PLC (United Kingdom)

     27,100        1,696,562       0        0        27,100        1,696,562  

Bunzl PLC

     22,285        676,969       0        0        22,285        676,969  

Dechra Pharmaceuticals PLC

     50,600        1,383,202       0        0        50,600        1,383,202  

Diploma PLC

     63,800        909,635       0        0        63,800        909,635  

Essentra PLC

     46,325        342,967       0        0        46,325        342,967  

Fever-Tree Drinks PLC

     5,000        146,529       0        0        5,000        146,529  

Imperial Tobacco Group PLC

     529        22,570       0        0        529        22,570  

International Personal Finance PLC

     290,057        816,220       0        0        290,057        816,220  

Micro Focus International PLC

     30,045        961,013       0        0        30,045        961,013  

NCC Group Ltd.

     689,400        2,000,018 (e)      0        0        689,400        2,000,018 (e) 

Prudential PLC

     94,561        2,262,893       0        0        94,561        2,262,893  

Rolls-Royce Holdings PLC

     130,100        1,547,445       0        0        130,100        1,547,445  

Standard Chartered PLC (United Kingdom)

     149,893        1,489,553 (a)      0        0        149,893        1,489,553 (a) 

Standard Life PLC

     139,130        808,192       0        0        139,130        808,192  
     

 

 

      

 

 

       

 

 

 

TOTAL UNITED KINGDOM

        15,063,768          0           15,063,768  
     

 

 

      

 

 

       

 

 

 

United States of America

                

A.O. Smith Corp.

     6,000        356,580       0        0        6,000        356,580  


Table of Contents

Activision Blizzard, Inc.

     63,900        4,122,189                     0                            0        63,900        4,122,189  

Adobe Systems, Inc.

     49,100        7,324,738 (a)      0        0        49,100        7,324,738 (a) 

Agilent Technologies, Inc.

     14,000              898,800       0        0        14,000        898,800  

Alphabet, Inc. Class A

     5,400        5,258,088 (a)      0        0                   5,400        5,258,088 (a) 

Amazon.com, Inc.

     3,300        3,172,455       0        0        3,300        3,172,455  

American Tower Corp.

     21,200        2,897,616 (a)      0        0        21,200        2,897,616 (a) 

Amgen, Inc.

     31,900        5,947,755       0        0        31,900        5,947,755  

Amphenol Corp. Class A

     15,400        1,303,456       0        0        15,400        1,303,456  

Apollo Global Management LLC Class A

     29,000        872,900       0        0        29,000             872,900  

Apple, Inc.

     33,600        5,178,432       0        0        33,600        5,178,432  

athenahealth, Inc.

     2,300        286,028 (a)      0        0        2,300        286,028 (a) 

Autoliv, Inc. (depositary receipt)

     19,800        2,452,848       0        0        19,800        2,452,848  

Bank of America Corp.

     88,000        2,229,920       0        0        88,000        2,229,920  

bluebird bio, Inc.

     1,000        137,350 (a)      0        0        1,000        137,350 (a) 

Boston Scientific Corp.

     129,700        3,783,349 (a)      0        0        129,700        3,783,349 (a) 

British American Tobacco PLC sponsored ADR

     88,000        5,495,600       0        0        88,000        5,495,600  

Caterpillar, Inc.

     50,500        6,297,855       0        0        50,500        6,297,855  

CBOE Holdings, Inc.

     49,500        5,327,685       0        0        49,500        5,327,685  

Charles Schwab Corp.

     55,000        2,405,700       0        0        55,000        2,405,700  

Chegg, Inc.

     16,700        247,828 (a)(e)      0        0        16,700        247,828 (a)(e) 

Copart, Inc.

     6,000        206,220 (a)      0        0        6,000        206,220 (a) 

Cummins, Inc.

     2,000        336,060       0        0        2,000        336,060  

Electronic Arts, Inc.

     18,000        2,125,080 (a)      0        0        18,000        2,125,080 (a) 

Facebook, Inc. Class A

     16,100        2,751,007 (a)      0        0        16,100        2,751,007 (a) 

FMC Corp.

     35,000        3,125,850       0        0        35,000        3,125,850  

Harris Corp.

     5,000        658,400       0        0        5,000        658,400  

Humana, Inc.

     12,300        2,996,649       0        0        12,300        2,996,649  

Intercept Pharmaceuticals, Inc.

     13,100        760,324 (a)      0        0        13,100        760,324 (a) 

Intuit, Inc.

     25,300        3,596,142       0        0        25,300        3,596,142  

Intuitive Surgical, Inc.

     600        627,528 (a)      0        0        600        627,528 (a) 

J.B. Hunt Transport Services, Inc.

     3,000        333,240       0        0        3,000        333,240  

Legg Mason, Inc.

     11,000        432,410       0        0        11,000        432,410  

LogMeIn, Inc.

     5,200        572,260       0        0        5,200        572,260  

Marriott International, Inc. Class A

     13,500        1,488,510       0        0        13,500        1,488,510  

MetLife, Inc.

     7,000        363,650       0        0        7,000        363,650  

Microsoft Corp.

     73,000        5,437,770       0        0        73,000        5,437,770  

Morgan Stanley

     8,000        385,360       0        0        8,000        385,360  

MSCI, Inc.

     10,600        1,239,140       0        0        10,600        1,239,140  

Netflix, Inc.

     5,300        961,155 (a)      0        0        5,300        961,155 (a) 

NVIDIA Corp.

     4,000        715,080       0        0        4,000        715,080  

Oracle Corp.

     36,000        1,740,600       0        0        36,000        1,740,600  

PayPal Holdings, Inc.

     71,500        4,578,145 (a)      0        0        71,500        4,578,145 (a) 

Phillips 66 Co.

     15,000        1,374,150       0        0        15,000        1,374,150  

Priceline Group, Inc.

     220        402,780 (a)      0        0        220        402,780 (a) 

Red Hat, Inc.

     5,500        609,730 (a)      0        0        5,500        609,730 (a) 

ResMed, Inc.

     1,000        76,960       0        0        1,000        76,960  

ResMed, Inc. CDI

     30,157        230,401       0        0        30,157        230,401  

Roku, Inc. Class A

     4,300        114,122       0        0        4,300        114,122  

S&P Global, Inc.

     39,183        6,124,695       0        0        39,183        6,124,695  

Sirius XM Holdings, Inc.

     38,000        209,760       0        0        38,000        209,760  

Spark Therapeutics, Inc.

     1,500        133,740 (a)      0        0        1,500        133,740 (a) 

Square, Inc.

     70,000        2,016,700 (a)      0        0        70,000        2,016,700 (a) 

T-Mobile U.S., Inc.

     4,500        277,470 (a)      0        0        4,500        277,470 (a) 

T. Rowe Price Group, Inc.

     4,000        362,600       0        0        4,000        362,600  

TD Ameritrade Holding Corp.

     2,000        97,600       0        0        2,000        97,600  

Thermo Fisher Scientific, Inc.

     3,600        681,120       0        0        3,600        681,120  

Union Pacific Corp.

     6,000        695,820       0        0        6,000        695,820  


Table of Contents

United Rentals, Inc.

      2,700       374,598 (a)        0                       0         2,700       374,598 (a) 

UnitedHealth Group, Inc.

      18,900       3,701,565         0       0         18,900       3,701,565  

Visa, Inc. Class A

      14,400       1,515,456         0       0         14,400       1,515,456  

Wal-Mart Stores, Inc.

      10,000               781,400         0       0         10,000       781,400  
     

 

 

       

 

 

       

 

 

 

TOTAL UNITED STATES OF AMERICA

        121,208,419           0           121,208,419  
     

 

 

       

 

 

       

 

 

 

TOTAL COMMON STOCKS

        269,335,825           0           269,335,825  
     

 

 

       

 

 

       

 

 

 

Nonconvertible Preferred
Stocks – 0.1%

                 

Italy

                 

Buzzi Unicem SpA (Risparmio Shares)

      47,053       727,404         0       0         47,053       727,404  
     

 

 

       

 

 

       

 

 

 

Spain

                 

Grifols SA Class B

      45,000       982,297         0       0         45,000       982,297  
     

 

 

       

 

 

       

 

 

 

TOTAL NONCONVERTIBLE PREFERRED STOCKS

        1,709,701           0           1,709,701  
     

 

 

       

 

 

       

 

 

 
         

Principal

Amount (d)

    Value           Principal
Amount
    Value           Principal
Amount (d)
    Value  

Nonconvertible Bonds – 0.1%

                 

France

                 

EDF SA 1.875% 10/13/36 (Reg. S)

    EUR       1,100,000       1,181,116       EUR       0       0       EUR       1,100,000       1,181,116  
     

 

 

       

 

 

       

 

 

 

United States of America

                 

AT&T, Inc.:

                 

2.35% 9/4/29

      400,000       479,331         0       0         400,000       479,331  

3.15% 9/4/36

      425,000       506,097         0       0         425,000       506,097  

Hess Corp. 4.3% 4/1/27

      750,000       746,227         0       0         750,000       746,227  

Molson Coors Brewing Co. 1.25% 7/15/24

    EUR       600,000       713,027       EUR       0       0       EUR       600,000       713,027  
     

 

 

       

 

 

       

 

 

 

TOTAL UNITED STATES OF AMERICA

        2,444,682           0           2,444,682  
     

 

 

       

 

 

       

 

 

 

TOTAL NONCONVERTIBLE BONDS

        3,625,798           0           3,625,798  
     

 

 

       

 

 

       

 

 

 

U.S. Treasury Obligations – 2.0%

                 

United States of America

                 

U.S. Treasury Bonds 2.5% 2/15/46

      7,050,000       6,553,195         0       0         7,050,000       6,553,195  
     

 

 

       

 

 

       

 

 

 

U.S. Treasury Notes:

                 

0.75% 8/31/18

      9,600,000       9,546,750         0       0         9,600,000       9,546,750  

1.25% 3/31/19

      5,100,000       5,086,453         0       0         5,100,000       5,086,453  

1.25% 3/31/21

      16,350,000       16,080,480         0       0         16,350,000       16,080,480  

1.625% 5/15/26

      1,525,000       1,445,831         0       0         1,525,000       1,445,831  

1.75% 5/15/22

      10,300,000       10,242,063         0       0         10,300,000       10,242,063  
     

 

 

       

 

 

       

 

 

 

TOTAL U.S. TREASURY NOTES

        42,401,577           0           42,401,577  
     

 

 

       

 

 

       

 

 

 

TOTAL U.S. TREASURY OBLIGATIONS

        48,954,772           0           48,954,772  
     

 

 

       

 

 

       

 

 

 

Foreign Government and Government Agency
Obligations – 4.0%

                 

Italy

                 

Buoni del Tesoro Poliennali:

                 

2.2% 6/1/27

      3,750,000       4,469,922         0       0         3,750,000       4,469,922  

2.7% 3/1/47

      1,000,000       1,056,529 (f)        0       0         1,000,000       1,056,529 (f) 
     

 

 

       

 

 

       

 

 

 

TOTAL ITALY

        5,526,451           0           5,526,451  
     

 

 

       

 

 

       

 

 

 

Canada

                 

Canadian Government:

                 

0.5% 11/1/18

      1,850,000       1,468,035         0       0         1,850,000       1,468,035  

1% 6/1/27

      250,000       181,166         0       0         250,000       181,166  

3.5% 12/1/45

      1,100,000       1,058,283         0       0         1,100,000       1,058,283  
     

 

 

       

 

 

       

 

 

 

TOTAL CANADA

        2,707,484           0           2,707,484  
     

 

 

       

 

 

       

 

 

 

Netherlands

                 

Dutch Government 0.5% 7/15/26(Reg. S)

    EUR       5,850,000       6,960,654 (f)      EUR       0       0       EUR       5,850,000       6,960,654 (f) 
     

 

 

       

 

 

       

 

 

 


Table of Contents

France

                 

French Government:

                 

yield at date of purchase -0.644% to -0.269% 11/1/17 to 11/22/17

      1,000,000       1,182,733         0       0         1,000,000       1,182,733  

0% 2/25/20

      10,300,000       12,316,853         0       0         10,300,000       12,316,853  

2.25% 5/25/24

      200,000       269,020         0       0         200,000       269,020  

4% 4/25/18

      11,700,000       14,185,966         0       0         11,700,000       14,185,966  

4% 4/25/60

      1,260,000       2,373,900         0       0         1,260,000       2,373,900  
     

 

 

       

 

 

       

 

 

 

TOTAL FRANCE

        30,328,472           0           30,328,472  
     

 

 

       

 

 

       

 

 

 

Germany

                 

German Federal Republic:

                 

0% 3/15/19

      1,800,000       2,150,702         0       0         1,800,000       2,150,702  

0.25% 2/15/27

      2,800,000       3,265,385         0       0         2,800,000       3,265,385  

2.5% 8/15/46

      400,000       615,626         0       0         400,000       615,626  
     

 

 

       

 

 

       

 

 

 

TOTAL GERMANY

        6,031,713           0           6,031,713  
     

 

 

       

 

 

       

 

 

 

Ireland

                 

Irish Republic:

                 

1% 5/15/26 (Reg. S)

      700,000       844,963         0       0         700,000       844,963  

2% 2/18/45 (Reg. S)

      400,666       485,471         0       0         400,666       485,471  
     

 

 

       

 

 

       

 

 

 

TOTAL IRELAND

        1,330,434           0           1,330,434  
     

 

 

       

 

 

       

 

 

 

Japan

                 

Japan Government:

                 

0.1% 6/20/26

      180,000,000       1,610,474         0       0         180,000,000       1,610,474  

0.4% 6/20/18

      277,050,000       2,471,599         0       0         277,050,000       2,471,599  

0.4% 3/20/56

      375,000,000       2,664,941         0       0         375,000,000       2,664,941  

0.9% 6/20/22

      619,800,000       5,759,885         0       0         619,800,000       5,759,885  

1.3% 6/20/20

      672,450,000       6,205,544         0       0         672,450,000       6,205,544  

1.3% 3/20/21

      702,750,000       6,546,801         0       0         702,750,000       6,546,801  

1.7% 9/20/32

      755,000,000       8,070,398         0       0         755,000,000       8,070,398  
     

 

 

       

 

 

       

 

 

 

TOTAL JAPAN

        33,329,642           0           33,329,642  
     

 

 

       

 

 

       

 

 

 

Spain

                 

Spanish Kingdom 2.9% 10/31/46 (Reg. S)

    EUR       1,350,000       1,611,388 (f)      EUR       0       0       EUR       1,350,000       1,611,388 (f) 
     

 

 

       

 

 

       

 

 

 

United Kingdom

                 

United Kingdom, Great Britain and Northern Ireland:

                 

1.25% 7/22/18

      4,625,000       6,239,978         0       0         4,625,000       6,239,978  

1.75% 7/22/19 (Reg. S)

      800,000       1,096,978         0       0         800,000       1,096,978  

United Kingdom, Great Britain and Northern Ireland Treasury Indexed-Linked GILT 2.5% 7/22/65 (Reg. S)

    GBP       1,350,000       2,257,227       GBP       0       0       GBP       1,350,000       2,257,227  
     

 

 

       

 

 

       

 

 

 

TOTAL UNITED KINGDOM

        9,594,183           0           9,594,183  
     

 

 

       

 

 

       

 

 

 

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

        97,420,421           0           97,420,421  
     

 

 

       

 

 

       

 

 

 

Equity Central
Funds – 46.4%

      Shares           Shares           Shares    

Fidelity Commodity Strategy Central Fund

      927,851       6,003,196 (g)        6,070,112       39,273,627 (c)        6,997,963       45,276,823 (h) 

Fidelity Consumer Discretionary Central Fund

      0       0         259,314       73,580,418 (c)        259,314       73,580,418 (h) 

Fidelity Consumer Staples Central Fund

      0       0         222,135       51,770,881 (c)        222,135       51,770,881 (h) 

Fidelity Emerging Markets Equity Central Fund

      48,573       11,962,558 (g)        262,512       64,651,508 (c)        311,085       76,614,066 (h) 

Fidelity Energy Central Fund

      0       0         341,931       40,429,915 (c)        341,931       40,429,915 (h) 

Fidelity Financials Central Fund

      0       0         1,359,960       144,318,936 (c)        1,359,960       144,318,936 (h) 

Fidelity Health Care Central Fund

      0       0         258,147       103,297,465 (c)        258,147       103,297,465 (h) 

Fidelity Industrials Central Fund

      0       0         258,529       74,371,046 (c)        258,529       74,371,046 (h) 

Fidelity Information Technology Central Fund

      0       0         393,633       179,035,884 (c)        393,633       179,035,884 (h) 


Table of Contents

Fidelity International Equity Central Fund

    0       0       3,095,969       270,773,437 (c)      3,095,969       270,773,437 (h) 

Fidelity Materials Central Fund

    0       0       92,562       24,104,062 (c)      92,562       24,104,062 (h) 

Fidelity Real Estate Equity Central Fund

    0       0       82,629       9,323,063 (c)      82,629       9,323,063 (h) 

Fidelity Telecom Services Central Fund

    0       0       85,317       16,978,997 (c)      85,317       16,978,997 (h) 

Fidelity Utilities Central Fund

    0       0       127,732       23,659,850 (c)      127,732       23,659,850 (h) 
   

 

 

     

 

 

     

 

 

 

TOTAL EQUITY CENTRAL FUNDS

      17,965,754         1,115,569,089         1,133,534,843  
   

 

 

     

 

 

     

 

 

 

Fixed-Income Central Funds – 27.4%

           

High Yield Fixed-Income Funds

           

Fidelity Emerging Markets Debt Central Fund

    0       0       962,756       9,926,013 (c)      962,756       9,926,013 (h) 

Fidelity Floating Rate Central Fund

    0       0       183,977       18,979,055 (c)      183,977       18,979,055 (h) 

Fidelity High Income Central Fund 1

    0       0       383,195       38,591,543 (c)      383,195       38,591,543 (h) 
   

 

 

     

 

 

     

 

 

 

TOTAL HIGH YIELD FIXED-INCOME FUNDS

      0         67,496,611         67,496,611  
   

 

 

     

 

 

     

 

 

 

Investment Grade Fixed-Income Funds

           

Fidelity Inflation-Protected Bond Index Central Fund

    0       0       691,211       70,641,718 (c)      691,211       70,641,718 (h) 

Fidelity Investment Grade Bond Central Fund

    0       0       4,867,946       529,924,557 (c)      4,867,946       529,924,557 (h) 
   

 

 

     

 

 

     

TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS

      0         600,566,275         600,566,275  
   

 

 

     

 

 

     

 

 

 

TOTAL FIXED-INCOME CENTRAL FUNDS

      0         668,062,886         668,062,886  
   

 

 

     

 

 

     

 

 

 

Investment
Companies – 4.5%

           

Energy Select Sector SPDR ETF

    0       0       0       0       0       0  

iShares 3-7 Year Treasury Bond ETF

    0       0       0       0       0       0  

iShares 20+ Year Treasury Bond ETF

    54,600       6,811,896       192,891       24,065,081       247,491       30,876,977  

iShares 7-10 Year Treasury Bond ETF

      0       0       0       0       0  

iShares Barclays TIPS Bond ETF

    83,792       9,517,095       0       0       83,792       9,517,095  

iShares Core MSCI Emerging Markets ETF

    0       0       409,881       22,141,772       409,881       22,141,772  

iShares MSCI EAFE Index ETF

    0       0       255,628       17,505,405       255,628       17,505,405  

iShares MSCI Japan ETF

    0       0       344,504       19,192,318       344,504       19,192,318  

Market Vectors Gold Miners ETF

    0       0       0       0       0       0  

SPDR Barclays Capital International Treasury Bond ETF

    0       0       0       0       0       0  

SPDR DB International Government Inflation-Protected Bond ETF

    165,286       9,472,541       0       0       165,286       9,472,541  

Vanguard Total International Bond ETF

      0       0       0       0       0  
   

 

 

     

 

 

     

 

 

 

TOTAL INVESTMENT COMPANIES

      25,801,532         82,904,576         108,706,108  
   

 

 

     

 

 

     

 

 

 

Money Market Central Funds – 4.6%

           

Fidelity Cash Central Fund, 1.11%

    10,065,718       10,067,731 (b)      68,457,259       68,470,951 (b)      78,522,977       78,538,682 (b) 

Fidelity Money Market Central Fund, 1.41%

    0       0       30,176,373       30,179,390 (b)      30,176,373       30,179,390 (b) 

Fidelity Securities Lending Cash Central Fund 1.11%

    2,697,204       2,697,743 (b)(c)      0       0       2,697,204       2,697,743 (b)(c) 
   

 

 

     

 

 

     

 

 

 

TOTAL MONEY MARKET FUNDS

      12,765,474         98,650,341         111,415,815  
   

 

 

     

 

 

     

 

 

 

TOTAL INVESTMENT PORTFOLIO – 100.1%

      477,579,277         1,965,186,892         2,442,766,169  

NET OTHER ASSETS (LIABILITIES) – (0.1)%

      (1,237,957       (445,755       (1,683,712
   

 

 

     

 

 

     

 

 

 

NET ASSETS – 100%

    $ 476,341,320       $ 1,964,741,137       $ 2,441,082,457  
   

 

 

     

 

 

     

 

 

 

Cost of Investments

    $ 422,463,132       $ 1,528,007,302       $ 1,950,470,434  
   

 

 

     

 

 

     

 

 

 


Table of Contents

Fidelity Charles Street Trust: Fidelity Global Balanced Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Statement of Assets & Liabilities

As of September 30, 2017 (Unaudited)

 

Fidelity Global Balanced Fund

            (Acquired Fund)            

Legend

(a) Non-income producing.

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(c) Investment made with cash collaterial received from securities on loan.

(d) Amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $9,628,571 or 2.0% of net assets.

(g) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC’s website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, other than the Commodity Strategy Central Fund, is available at fidelity.com and/or institutional.fidelity.com, as applicable. In addition, each Fidelity Central Fund’s financial statements, which are not covered by the Fund’s Report of Independent Registered Public Accounting Firm, are available on the SEC’s website or upon request.

Affiliated Underlying Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

 

Fund

 

Fidelity Cash Central Fund

  $ 54,713  

Fidelity Commodity Strategy Central Fund

    32,335  

Fidelity Emerging Markets Equity Central Fund

    153,873  

Fidelity Security Lending Cash Central Fund

    33,039  
 

 

 

 

Total

  $ 273,960  
 

 

 

 

Investment Valuation

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

 

Description   Total     Level 1     Level 2     Level 3  

Investments in Securities:

 

   

Equities:

       

Consumer Discretionary

  $ 37,813,460     $ 36,794,412     $ 1,019,048     $ —    

Consumer Staples

    17,552,802       13,311,575       4,241,227       —    

Energy

    5,381,794       5,381,794       —         —    

Financials

    45,121,397       42,858,504       2,262,893       —    

Health Care

    37,440,761       34,513,648       2,927,113       —    

Industrials

    33,204,153       30,971,743       2,232,410       —    

Information Technology

    68,574,708       63,184,889       5,389,819       —    

Materials

    13,377,958       12,939,414       438,544       —    

Real Estate

    8,559,788       8,559,788       —         —    

Telecommunication Services

    2,960,542       1,646,782       1,313,760       —    

Utilities

    1,058,163       1,058,163       —         —    

Equity Central Funds

    17,965,754       17,965,754       —         —    

Money Market Central Funds

    12,765,474       12,765,474       —         —    

Investment Companies

    25,801,532       25,801,532       —         —    

Corporate Bonds

    3,625,798       —         3,625,798       —    

U.S. Government and Government Agency Obligations

    48,954,772       —         48,954,772       —    

Foreign Government and Government Agency Obligations

    97,420,421       —         97,420,421       —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities:

  $ 477,579,277     $ 307,753,472     $ 169,825,805     $ —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Fidelity Asset Manager 60% Fund

              (Acquiring Fund)              

Legend

(a) Non-income producing.

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(c) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC’s website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, other than the Commodity Strategy Central Fund, is available at fidelity.com and/or institutional.fidelity.com, as applicable. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

Affiliated Underlying Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

 

Fund

 

Fidelity Cash Central Fund

  $ 389,860  

Fidelity Commodity Strategy Central Fund

    174,755  

Fidelity Consumer Discretionary Central Fund

    752,577  

Fidelity Consumer Staples Central Fund

    1,260,072  

Fidelity Emerging Markets Debt Central Fund

    634,058  

Fidelity Emerging Markets Equity Central Fund

    914,309  

Fidelity Energy Central Fund

    821,489  

Fidelity Financials Central Fund

    2,027,139  

Fidelity Floating Rate Central Fund

    855,568  

Fidelity Health Care Central Fund

    754,846  

Fidelity High Income Central Fund 1

    2,652,118  

Fidelity Industrials Central Fund

    988,207  

Fidelity Inflation-Protected Bond Index Central Fund

    109,720  

Fidelity Information Technology Central Fund

    1,106,391  

Fidelity International Equity Central Fund

    5,579,539  

Fidelity Investment Grade Bond Central Fund

    12,666,102  

Fidelity Materials Central Fund

    348,045  

Fidelity Money Market Central Fund, 1.41%

    350,423  

Fidelity Real Estate Equity Central Fund

    200,830  

Fidelity Security Lending Cash Central Fund

    2,993  

Fidelity Telecom Services Central Fund

    383,748  

Fidelity Utilities Central Fund

    549,291  
 

 

 

 

Total

  $ 33,522,080  
 

 

 

 

Investment Valuation

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

 

Description   Total     Level 1     Level 2     Level 3  

Investments in Securities:

 

   

Equity Central Funds

  $ 1,115,569,089     $ 1,115,569,089     $ —       $ —    

Fixed-Income Central Funds

    668,062,886       668,062,886       —         —    

Money Market Central Funds

    98,650,341       98,650,341       —         —    

Investment Companies

    82,904,576       82,904,576       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities:

  $ 1,965,186,892     $ 1,965,186,892     $ —       $ —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Fidelity Asset Manager 60% Fund

            Pro Forma Combined        

Legend    

(a) Non-income producing.     

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(c) Investment made with cash collaterial received from securities on loan.

(d) Amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $9,628,571 or 0.4% of net assets.

(h) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC’s website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, other than the Commodity Strategy Central Fund, is available at fidelity.com and/or institutional.fidelity.com, as applicable. In addition, each Fidelity Central Fund’s financial statements, which are not covered by the Fund’s Report of Independent Registered Public Accounting Firm, are available on the SEC’s website or upon request.

Affiliated Underlying Funds    

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

 

Fund

 

Fidelity Cash Central Fund

  $ 444,573  

Fidelity Commodity Strategy Central Fund

    207,090  

Fidelity Consumer Discretionary Central Fund

    752,577  

Fidelity Consumer Staples Central Fund

    1,260,072  

Fidelity Emerging Markets Debt Central Fund

    634,058  

Fidelity Emerging Markets Equity Central Fund

    1,068,182  

Fidelity Energy Central Fund

    821,489  

Fidelity Financials Central Fund

    2,027,139  

Fidelity Floating Rate Central Fund

    855,568  

Fidelity Health Care Central Fund

    754,846  

Fidelity High Income Central Fund 1

    2,652,118  

Fidelity Industrials Central Fund

    988,207  

Fidelity Inflation-Protected Bond Index Central Fund

    109,720  

Fidelity Information Technology Central Fund

    1,106,391  

Fidelity International Equity Central Fund

    5,579,539  

Fidelity Investment Grade Bond Central Fund

    12,666,102  

Fidelity Materials Central Fund

    348,045  

Fidelity Money Market Central Fund, 1.41%

    350,423  

Fidelity Real Estate Equity Central Fund

    200,830  

Fidelity Security Lending Cash Central Fund

    36,032  

Fidelity Telecom Services Central Fund

    383,748  

Fidelity Utilities Central Fund

    549,291  
 

 

 

 

Total

  $ 33,796,040  
 

 

 

 

Investment Valuation

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:    

 

Description   Total     Level 1     Level 2     Level 3  

Investments in Securities:

 

   

Equities:

       

Consumer Discretionary

  $ 37,813,460     $ 36,794,412     $ 1,019,048     $ —    

Consumer Staples

    17,552,802       13,311,575       4,241,227       —    

Energy

    5,381,794       5,381,794       —         —    

Financials

    45,121,397       42,858,504       2,262,893       —    

Health Care

    37,440,761       34,513,648       2,927,113       —    

Industrials

    33,204,153       30,971,743       2,232,410       —    

Information Technology

    68,574,708       63,184,889       5,389,819       —    

Materials

    13,377,958       12,939,414       438,544       —    

Real Estate

    8,559,788       8,559,788       —         —    

Telecommunication Services

    2,960,542       1,646,782       1,313,760       —    

Utilities

    1,058,163       1,058,163       —         —    

Corporate Bonds

    3,625,798       —         3,625,798       —    

U.S. Government and Government Agency Obligations

    48,954,772       —         48,954,772       —    

Foreign Government and Government Agency Obligations

    97,420,421       —         97,420,421       —    

Equity Central Funds

    1,133,534,843       1,133,534,843       —         —    

Equity Funds

    0       0       —         —    

Fixed-Income Central Funds

    668,062,886       668,062,886       —         —    

Fixed-Income Funds

    0       0       —         —    

Money Market Central Funds

    111,415,815       111,415,815       —         —    

Investment Companies

    108,706,108       108,706,108       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities:

  $ 2,442,766,169     $ 2,272,940,364     $ 169,825,805     $ —    
 

 

 

   

 

 

   

 

 

   

 

 

 
 


Table of Contents

Fidelity Salem Street Trust: Fidelity Global Strategies Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Statement of Assets & Liabilities

As of September 30, 2017 (Unaudited)

Proposal #2 (a)

 

     Fidelity Global
Strategies Fund
(Acquired Fund)
    Fidelity Asset
Manager 60%
(Acquiring Fund)
    Combined     Adjustments      Fidelity Asset
Manager 60%
Pro Forma Combined
 

Assets

           

Investments in securities, at value:

           

Unaffiliated issuers

   $ 59,924,431     $ 82,904,576     $ 142,829,007     $ —        $ 142,829,007  

Fidelity Central Funds

     9,549,546       1,882,282,316       1,891,831,862       —          1,891,831,862  

Affiliated issuers

     104,111,711       —         104,111,711       —          104,111,711  

Cash

     6,019       —         6,019       —          6,019  

Receivable for investments sold

     —         1,892,489       1,892,489       —          1,892,489  

Receivable for fund shares sold

     108,177       1,295,911       1,404,088       —          1,404,088  

Dividends receivable

     8,089       —         8,089       —          8,089  

Distributions receivable from Fidelity Central Funds

     11,474       62,235       73,709       —          73,709  

Prepaid expenses

     —         4,619       4,619       —          4,619  

Other receivables

     5,901       4,475       10,376       —          10,376  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Total assets

     173,725,348       1,968,446,621       2,142,171,969       —          2,142,171,969  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Liabilities

           

Payable for investments purchased

   $ 8,042     $ 7,826     $ 15,868     $ —        $ 15,868  

Payable for fund shares redeemed

     76,080       2,462,515       2,538,595       —          2,538,595  

Accrued management fee

     —         885,193       885,193       —          885,193  

Distribution and service plan fees payable

     34,165       51,911       86,076       —          86,076  

Other affiliated payables

     57,926       248,051       305,977       —          305,977  

Other payables and accrued expenses

     125 (b)      49,988       50,113       —          50,113  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Total liabilities

     176,338       3,705,484       3,881,822       —          3,881,822  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net Assets

   $ 173,549,010     $ 1,964,741,137     $ 2,138,290,147       —        $ 2,138,290,147  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net Assets consist of:

           

Paid in capital

   $ 155,471,655     $ 1,635,152,261     $ 1,790,623,916       —        $ 1,790,623,916  

Undistributed net investment income (loss)

     1,931,599       15,717,836       17,649,435       —          17,649,435  

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

     9,361,388       (123,308,550     (113,947,162     —          (113,947,162

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currency transactions

     6,784,368       437,179,590       443,963,958       —          443,963,958  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net Assets

   $ 173,549,010     $ 1,964,741,137     $ 2,138,290,147       —        $ 2,138,290,147  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Book cost of respective Fund:

   $ 166,807,725     $ 1,528,007,302     $ 1,694,815,027       —        $ 1,694,815,027  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 


Table of Contents
     Fidelity Global
Strategies Fund
(Acquired Fund)
     Fidelity Asset
Manager 60%
(Acquiring Fund)
     Combined      Pro Forma
Adjustments
    Fidelity Asset
Manager 60%
Pro Forma Combined
 

Net Asset Value

             

Class A

             

Net Assets

   $ 25,019,830      $ 59,048,809      $ 84,068,639        $ 84,068,639  

Offering price and redemption price per share

   $ 9.63      $ 12.42      $ 12.42        $ 12.42  

Shares outstanding

     2,598,991        4,756,089           2,014,479 (c)      6,770,568  

Maximum offering price per share (100/94.25 of $20.33)

   $ 10.22        13.18      $ 13.18        $ 13.18  

Class M

             

Net Assets

   $ 19,337,480      $ 20,859,714      $ 40,197,194        $ 40,197,194  

Offering price and redemption price per share

   $ 9.59      $ 12.34      $ 12.34        $ 12.34  

Shares outstanding

     2,017,096        1,689,804           1,567,057 (c)      3,256,861  

Maximum offering price per share (100/96.50 of $20.53)

   $ 9.94        12.79      $ 12.79        $ 12.79  

Class C

             

Net Assets

   $ 24,942,174      $ 37,384,313      $ 62,326,487        $ 62,326,487  

Offering price and redemption price per share

   $ 9.45      $ 12.18      $ 12.18        $ 12.18  

Shares outstanding

     2,638,633        3,068,469           2,047,798 (c)      5,116,267  

Class I

             

Net Assets

   $ 22,946,395      $ 26,423,276      $ 49,369,671        $ 49,369,671  

Offering price and redemption price per share

   $ 9.67      $ 12.48      $ 12.48        $ 12.48  

Shares outstanding

     2,374,015        2,117,765           1,838,653 (c)      3,956,418  

Global Balanced Fund; Global Strategies Fund; Asset Manager 60%; Pro Forma Adjustments; Asset Manager 60% Pro Forma; respectively

             

Net Assets

   $ 81,303,131      $ 1,821,025,025      $ 1,902,328,156        $ 1,902,328,156  

Offering price and redemption price per share

   $ 9.66      $ 12.47      $ 12.47        $ 12.47  

Shares outstanding

     8,413,108        145,994,226           6,519,898 (c)      152,514,124  

 

(a) Proposal #2 only.
(b) Fidelity Global Strategies Fund’s estimated one time proxy costs of $22,000 not included in the Pro Forma. FMR Co., Inc. the investment adviser, pays all other expenses, excluding management fees, distribution and service fees and with certain exceptions such as interest expense and independent Trustees compensation, and will bear the fund’s one time proxy costs.
(c) Reflects the conversion of the Acquired Fund’s Class Net Assets into the Acquiring Class.


Table of Contents

Fidelity Salem Street Trust: Fidelity Global Strategies Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Statement of Operations

12 months ended September 30, 2017 (Unaudited)

 

     Fidelity Global
Strategies Fund
(Acquired Fund)
    Fidelity Asset
Manager 60%
(Acquiring Fund)
    Combined     Pro Forma
Adjustments
    Fidelity Asset
Manager 60%
Pro Forma Combined
 

Dividends Unaffiliated issuers

   $ 1,787,014     $ 1,766,039     $ 3,553,053     $ —       $ 3,553,053  

Dividends Affiliated issuers

     2,021,671       —         2,021,671       —         2,021,671  

Interest

     1,222       136       1,358       —         1,358  

Income from Fidelity Central Funds

     231,746       33,522,080       33,753,826       —         33,753,826  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Income

     4,041,653       35,288,255       39,329,908       —         39,329,908  

Expenses

          

Management fee

     860,491       9,586,074       10,446,565       66,203 (d)      10,512,768  

Transfer agent fees

     —         2,048,785       2,048,785       328,760 (e)      2,377,545  

Distribution and service plan fees

     412,070       584,102       996,172       —         996,172  

Accounting and security lending fees

     —         690,021       690,021       60,023 (f)      750,044  

Custodian fees and expenses

     207       5,680       5,887       1,190 (f)      7,077  

Independent trustees’ compensation

     15,133       6,668       21,801       —         21,801  

Registration fees

     —         141,059       141,059       —         141,059  

Audit

     —         41,281       41,281       —         41,281  

Legal

     —         4,444       4,444       331 (f)      4,775  

Miscellaneous

     282 (g)      13,320       13,602       662 (f)      14,264  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses before reductions

     1,288,183       13,121,434       14,409,617       457,169       14,866,786  

Expenses reductions

     (225,829     (44,216     (270,045     180,710       (89,335
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     1,062,354       13,077,218       14,139,572       637,879       14,777,451  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     2,979,299       22,211,037       25,190,336       (637,879     24,552,457  

Realized and Unrealized Gain (Loss)

          

Net realized gain (loss) on:

          

Investment securities:

          

Unaffiliated issuers

     6,607,299       5,375,416       11,982,715       —         11,982,715  

Fidelity Central Funds

     7,618       24,500,736       24,508,354       —         24,508,354  

Affiliated issuers

     4,860,144       —         4,860,144       —         4,860,144  

Foreign currency transactions

     (3,130     —         (3,130     —         (3,130

Futures contracts

     (316,183     —         (316,183     —         (316,183

Capital gain distributions from Fidelity Central Funds

     2,271,584       3,249,158       5,520,742       —         5,520,742  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net realized gain (loss)

     13,427,332       33,125,310       46,552,642       —         46,552,642  

Change in net unrealized appreciation (depreciation) on:

          

Investment securities

     (1,972,853     6,701,839       4,728,986       —         4,728,986  

Fidelity Central Funds

     4,975,224       144,724,402       149,699,626       —         149,699,626  
  

 

 

   

 

 

   

 

 

     

Total change in net unrealized appreciation (depreciation)

     3,002,371       151,426,241       154,428,612       —         154,428,612  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Gain (Loss)

     16,429,703       184,551,551       200,981,254       —         200,981,254  

Net increase (decrease) in net assets resulting from operations

   $ 19,409,002     $ 206,762,588     $ 226,171,590     $ (637,879   $ 225,533,711  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(d) Management fee adjustment reflects the Acquiring Fund’s management fee rate applied to the Pro Forma Combined fund’s average net assets.
(e) Transfer Agent adjustment reflects Acquiring Class’s rate applied to the Pro Forma Combined Class’s average net assets.
(f) Increase in expenses based on conversion of certain Fidelity Global Strategies Fund expenses into Pro Forma Combined fund.
(g) Fidelity Global Strategies Fund’s estimated one time proxy costs of $22,000 not included in the Pro Forma. FMR Co., Inc. the investment adviser, pays all other expenses, excluding management fees, distribution and service fees and with certain exceptions such as interest expense and independent Trustees compensation, and will bear the fund’s one time proxy costs.


Table of Contents

Fidelity Salem Street Trust: Fidelity Global Strategies Fund    

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund    

Pro Forma Combined Investments    

As of September 30, 2017 (Unaudited)    

 

     Fidelity Global Strategies Fund     Fidelity Asset Manager 60% Fund     Fidelity Asset Manager 60% Fund  
     (Acquired Fund)     (Acquiring Fund)     Pro Forma Combined  

Investments September 30, 2017 (Unaudited)

               

Showing Percentage of Net Assets

               
     Shares      Value     Shares      Value     Shares      Value  

Equity Funds – 4.7%

               

Fidelity Global Commodity Stock Fund

     217,100        2,694,208 (b)      0        0       217,100        2,694,208 (b) 

Fidelity Pacific Basin Fund

     422,470        14,220,348 (b)      0        0       422,470        14,220,348 (b) 

Fidelity Emerging Markets Fund

     296,184        9,001,025 (b)      0        0       296,184        9,001,025 (b) 

Fidelity Japan Smaller Companies Fund

     495,910        9,025,562 (b)      0        0       495,910        9,025,562 (b) 

Fidelity Contrafund

     73,031        8,851,352 (b)      0        0       73,031        8,851,352 (b) 

Fidelity Europe Fund

     513,754        21,480,073 (b)      0        0       513,754        21,480,073 (b) 

Fidelity Low-Priced Stock Fund

     339,353        17,598,860 (b)      0        0       339,353        17,598,860 (b) 

Fidelity Stock Selector All Cap Fund

     412,215        17,758,207 (b)      0        0       412,215        17,758,207 (b) 
     

 

 

      

 

 

      

 

 

 

TOTAL EQUITY FUNDS

        100,629,635          0          100,629,635  
     

 

 

      

 

 

      

 

 

 

Fixed Income Funds – 0.2%

               

Fidelity Long-Term Treasury Bond Index Fund Premium Class

     266,417        3,482,076 (b)      0        0       266,417        3,482,076 (b) 
     

 

 

      

 

 

      

 

 

 

Equity Central Funds – 52.2%

               

Fidelity Commodity Strategy Central Fund

     0        0       6,070,112        39,273,627 (b)      6,070,112        39,273,627 (c) 

Fidelity Consumer Discretionary Central Fund

     0        0       259,314        73,580,418 (b)      259,314        73,580,418 (c) 

Fidelity Consumer Staples Central Fund

     0        0       222,135        51,770,881 (b)      222,135        51,770,881 (c) 

Fidelity Emerging Markets Equity Central Fund

     0        0       262,512        64,651,508 (b)      262,512        64,651,508 (c) 

Fidelity Energy Central Fund

     0        0       341,931        40,429,915 (b)      341,931        40,429,915 (c) 

Fidelity Financials Central Fund

     0        0       1,359,960        144,318,936 (b)      1,359,960        144,318,936 (c) 

Fidelity Health Care Central Fund

     0        0       258,147        103,297,465 (b)      258,147        103,297,465 (c) 

Fidelity Industrials Central Fund

     0        0       258,529        74,371,046 (b)      258,529        74,371,046 (c) 

Fidelity Information Technology Central Fund

     0        0       393,633        179,035,884 (b)      393,633        179,035,884 (c) 

Fidelity International Equity Central Fund

     0        0       3,095,969        270,773,437 (b)      3,095,969        270,773,437 (c) 

Fidelity Materials Central Fund

     0        0       92,562        24,104,062 (b)      92,562        24,104,062 (c) 

Fidelity Real Estate Equity Central Fund

     0        0       82,629        9,323,063 (b)      82,629        9,323,063 (c) 

Fidelity Telecom Services Central Fund

     0        0       85,317        16,978,997 (b)      85,317        16,978,997 (c) 

Fidelity Utilities Central Fund

     0        0       127,732        23,659,850 (b)      127,732        23,659,850 (c) 
     

 

 

      

 

 

      

 

 

 

TOTAL EQUITY CENTRAL FUNDS

        0          1,115,569,089          1,115,569,089  
     

 

 

      

 

 

      

 

 

 

Fixed-Income Central
Funds – 31.2%

               

High Yield Fixed-Income Funds

               

Fidelity Emerging Markets Debt Central Fund

     0        0       962,756        9,926,013 (b)      962,756        9,926,013 (c) 

Fidelity Floating Rate Central Fund

     0        0       183,977        18,979,055 (b)      183,977        18,979,055 (c) 

Fidelity High Income Central Fund 1

     0        0       383,195        38,591,543 (b)      383,195        38,591,543 (c) 
     

 

 

      

 

 

      

 

 

 

TOTAL HIGH YIELD FIXED-INCOME FUNDS

        0          67,496,611          67,496,611  
     

 

 

      

 

 

      

 

 

 

Investment Grade Fixed-Income Funds

               

Fidelity Inflation-Protected Bond Index Central Fund

     0        0       691,211        70,641,718 (b)      691,211        70,641,718 (c) 

Fidelity Investment Grade Bond Central Fund

     0        0       4,867,946        529,924,557 (b)      4,867,946        529,924,557 (c) 
     

 

 

      

 

 

      

TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS

        0          600,566,275          600,566,275  
     

 

 

      

 

 

      

 

 

 

TOTAL FIXED-INCOME CENTRAL FUNDS

        0          668,062,886          668,062,886  
     

 

 

      

 

 

      

 

 

 


Table of Contents

Investment Companies – 6.7%

               

Energy Select Sector SPDR ETF

     51,930        3,556,166       0        0       51,930        3,556,166  

iShares 3-7 Year Treasury Bond ETF

     69,640        8,601,236       0        0       69,640        8,601,236  

iShares 20+ Year Treasury Bond ETF

     42,682        5,325,006       192,891        24,065,081       235,573        29,390,087  

iShares 7-10 Year Treasury Bond ETF

     80,790        8,605,751       0        0       80,790        8,605,751  

iShares Barclays TIPS Bond ETF

     75,930        8,624,129       0        0       75,930        8,624,129  

iShares Core MSCI Emerging Markets ETF

     163,600        8,837,672       409,881        22,141,772       573,481        30,979,444  

iShares MSCI EAFE Index ETF

     0        0       255,628        17,505,405       255,628        17,505,405  

iShares MSCI Japan ETF

     0        0       344,504        19,192,318       344,504        19,192,318  

Market Vectors Gold Miners ETF

     113,010        2,594,710       0        0       113,010        2,594,710  

SPDR Barclays Capital International Treasury Bond ETF

     243,960        6,852,836       0        0       243,960        6,852,836  

Vanguard Total International Bond ETF

     126,890        6,926,925       0        0       126,890        6,926,925  
     

 

 

      

 

 

      

 

 

 

TOTAL INVESTMENT COMPANIES

        59,924,431          82,904,576          142,829,007  
     

 

 

      

 

 

      

 

 

 

Money Market Central Funds – 5.1%

               

Fidelity Cash Central Fund, 1.11%

     9,487,161        9,549,546 (a)      68,457,259        68,470,951 (a)      77,944,420        78,020,497 (a) 

Fidelity Money Market Central Fund, 1.41%

     0        0       30,176,373        30,179,390 (a)      30,176,373        30,179,390 (a) 
     

 

 

      

 

 

      

 

 

 

TOTAL MONEY MARKET FUNDS

        9,549,546          98,650,341          108,199,887  
     

 

 

      

 

 

      

 

 

 

TOTAL INVESTMENT PORTFOLIO – 100.0%

        173,585,688          1,965,186,892          2,138,772,580  

NET OTHER ASSETS (LIABILITIES) – (0.0)%

        (36,678        (445,755        (482,433
     

 

 

      

 

 

      

 

 

 

NET ASSETS – 100%

      $ 173,549,010        $ 1,964,741,137        $ 2,138,290,147  
     

 

 

      

 

 

      

 

 

 

Cost of Investments

      $ 166,807,725        $ 1,528,007,302        $ 1,694,815,027  
     

 

 

      

 

 

      

 

 

 


Table of Contents

Fidelity Salem Street Trust: Fidelity Global Strategies Fund

Fidelity Charles Street Trust: Fidelity Asset Manager 60% Fund

Pro Forma Combined Statement of Assets & Liabilities

As of September 30, 2017 (Unaudited)

 

Fidelity Global Strategies Fund

            (Acquired Fund)            

Legend

(a) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(b) Affiliated Fund

Affiliated Underlying Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Fidelity Advisor Value Strategies Fund

   $ 103,701  

Fidelity Capital Appreciation Fund

     50,526  

Fidelity Cash Central Fund

     73,966  

Fidelity Emerging Markets Fund

     40,875  

Fidelity Europe Fund

     84,809  

Fidelity Event Driven Opportunities Fund

     13,759  

Fidelity International Capital Appreciation Fund

     52,517  

Fidelity Investments Money Market Government Portfolio Institutional Class 0.95%

     861  

Fidelity Japan Smaller Companies Fund

    
66,774
 

Fidelity Long Term Treasury Bond Index Fund

     16,371  

Fidelity Low Priced Stock Fund

     1,285,852  

Fidelity Mid-Cap Stock Fund

     51,203  

Fidelity Pacific Basin Fund

     96,127  

Fidelity Real Estate Income Fund

     105,849  

Fidelity Security Lending Cash Central Fund

     157,780  

Fidelity Value Discovery Fund

     52,447  
  

 

 

 

Total

   $ 2,253,417  
  

 

 

 

Consolidated Subsidiary

Fund    Value,
beginning
of period
     Purchases      Sales
Proceeds
     Value,
end of
period
 

Fidelity Dynamic Strategies Cayman Ltd

   $ 4,075,994      $ —        $ 4,047,000      $ 60,487  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment Valuation

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

 

Description   Total     Level 1     Level 2     Level 3  

Investments in Securities:

 

   

Money Market Central Funds

  $ 9,486,153     $ 9,486,153     $ —       $ —    

Investment Companies

    59,924,431       59,924,431       —         —    

Fixed-Income Funds

    3,482,076       3,482,076       —         —    

Equity Funds

    100,693,028       100,693,028       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities:

  $ 173,585,688     $ 173,585,688     $ —       $ —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Fidelity Asset Manager 60% Fund

    (Acquiring Fund)    

Legend

(a) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC’s website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, other than the Commodity Strategy Central Fund, is available at fidelity.com and/or institutional.fidelity.com, as applicable. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

Affiliated Underlying Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Fidelity Cash Central Fund

   $ 389,860  

Fidelity Commodity Strategy Central Fund

     174,755  

Fidelity Consumer Discretionary Central Fund

     752,577  

Fidelity Consumer Staples Central Fund

     1,260,072  

Fidelity Emerging Markets Debt Central Fund

     634,058  

Fidelity Emerging Markets Equity Central Fund

     914,309  

Fidelity Energy Central Fund

     821,489  

Fidelity Financials Central Fund

     2,027,139  

Fidelity Floating Rate Central Fund

     855,568  

Fidelity Health Care Central Fund

     754,846  

Fidelity High Income Central Fund 1

     2,652,118  

Fidelity Industrials Central Fund

     988,207  

Fidelity Inflation-Protected Bond Index Central Fund

     109,720  

Fidelity Information Technology Central Fund

     1,106,391  

Fidelity International Equity Central Fund

     5,579,539  

Fidelity Investment Grade Bond Central Fund

     12,666,102  

Fidelity Materials Central Fund

     348,045  

Fidelity Money Market Central Fund, 1.41%

     350,423  

Fidelity Real Estate Equity Central Fund

     200,830  

Fidelity Security Lending Cash Central Fund

     2,993  

Fidelity Telecom Services Central Fund

     383,748  

Fidelity Utilities Central Fund

     549,291  
  

 

 

 

Total

   $ 33,522,080  
  

 

 

 

Investment Valuation

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

 

Description   Total     Level 1     Level 2     Level 3  

Investments in Securities:

 

   

Equity Central Funds

  $ 1,115,569,089     $ 1,115,569,089     $ —       $ —    

Fixed-Income Central Funds

    668,062,886       668,062,886       —         —    

Money Market Central Funds

    98,650,341       98,650,341       —         —    

Investment Companies

    82,904,576       82,904,576       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities:

  $ 1,965,186,892     $ 1,965,186,892     $ —       $ —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Fidelity Asset Manager 60% Fund

    Pro Forma Combined    

Legend

(a) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund’s holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund’s financial statements are available on the SEC’s website or upon request.

(b) Affiliated Fund

(c) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. A complete unaudited schedule of portfolio holdings for each Fidelity Central Fund is filed with the SEC for the first and third quarters of each fiscal year on Form N-Q and is available upon request or at the SEC’s website at www.sec.gov. An unaudited holdings listing for the Fund, which presents direct holdings as well as the pro-rata share of securities and other investments held indirectly through its investment in underlying non-money market Fidelity Central Funds, other than the Commodity Strategy Central Fund, is available at fidelity.com and/or institutional.fidelity.com, as applicable. In addition, each Fidelity Central Fund’s financial statements, which are not covered by the Fund’s Report of Independent Registered Public Accounting Firm, are available on the SEC’s website or upon request.

Affiliated Underlying Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Fidelity Advisor Value Strategies Fund

   $ 103,701  

Fidelity Capital Appreciation Fund

     50,526  

Fidelity Cash Central Fund

     463,826  

Fidelity Commodity Strategy Central Fund

     174,755  

Fidelity Consumer Discretionary Central Fund

     752,577  

Fidelity Consumer Staples Central Fund

     1,260,072  

Fidelity Emerging Markets Fund

     40,875  

Fidelity Emerging Markets Debt Central Fund

     634,058  

Fidelity Emerging Markets Equity Central Fund

     914,309  

Fidelity Energy Central Fund

     821,489  

Fidelity Europe Fund

     84,809  

Fidelity Event Driven Opportunities Fund

     13,759  

Fidelity Financials Central Fund

     2,027,139  

Fidelity Floating Rate Central Fund

     855,568  

Fidelity Health Care Central Fund

     754,846  

Fidelity High Income Central Fund 1

     2,652,118  

Fidelity Industrials Central Fund

     988,207  

Fidelity Inflation-Protected Bond Index Central Fund

     109,720  

Fidelity Information Technology Central Fund

     1,106,391  

Fidelity International Equity Central Fund

     5,579,539  

Fidelity Investment Grade Bond Central Fund

     12,666,102  

Fidelity Investments Money Market Government Portfolio Institutional Class 0.95%

     861  

Fidelity Materials Central Fund

     348,045  

Fidelity Money Market Central Fund, 1.41%

     350,423  

Fidelity Real Estate Equity Central Fund

     200,830  

Fidelity International Capital Appreciation Fund

     52,517  

Fidelity Japan Smaller Companies Fund

     66,774  

Fidelity Long Term Treasury Bond Index Fund

     16,371  

Fidelity Low Priced Stock Fund

     1,285,852  

Fidelity Mid-Cap Stock Fund

     51,203  

Fidelity Pacific Basin Fund

     96,127  

Fidelity Real Estate Income Fund

     105,849  

Fidelity Security Lending Cash Central Fund

     160,773  

Fidelity Telecom Services Central Fund

     383,748  

Fidelity Value Discovery Fund

     52,447  

Fidelity Utilities Central Fund

     549,291  
  

 

 

 

Total

   $ 35,775,497  
  

 

 

 

Consolidated Subsidiary

Fund   Value,
beginning
of period
    Purchases     Sales
Proceeds
     Value,
end of
period
 

Fidelity Dynamic Strategies Cayman Ltd

  $ 4,075,994     $ —       $ 4,047,000      $ 60,487  
 

 

 

   

 

 

   

 

 

    

 

 

 

Investment Valuation

The following is a summary of the inputs used, as of September 30, 2017, involving the Fund’s assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

 

Description   Total     Level 1     Level 2     Level 3  

Investments in Securities:

 

   

Equity Central Funds

    1,115,569,089       1,115,569,089       —         —    

Equity Funds

    100,693,028       100,693,028       —         —    

Fixed-Income Central Funds

    668,062,886       668,062,886       —         —    

Fixed-Income Funds

    3,482,076       3,482,076       —         —    

Money Market Central Funds

    108,136,494       108,136,494       —         —    

Investment Companies

    142,829,007       142,829,007       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities:

  $ 2,138,772,580     $ 2,138,772,580     $ —       $ —    
 

 

 

   

 

 

   

 

 

   

 

 

 
 


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  PART C. OTHER INFORMATION

 

  Item 15. Indemnification

Article XI, Section 2 of the Declaration of Trust sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, “disabling conduct”), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Declaration of Trust, that the officer or trustee did not engage in disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Investments Institutional Operations Company, Inc. (“FIIOC”) is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from:

(1) any claim, demand, action or suit brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on and does not result from FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FIIOC’s performance under the Transfer Agency Agreement; or


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(2) any claim, demand, action or suit (except to the extent contributed to by FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the negligence of the Registrant, or from FIIOC’s acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Registrant, or as a result of FIIOC’s acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOC’s acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

 

  Item 16. Exhibits

 

  (1)

(1) Amended and Restated Declaration of Trust, dated September 19, 2001, is incorporated herein by reference to Exhibit (a)(1) of Post-Effective Amendment No. 72.

(2) Amendment to the Declaration of Trust, dated September 15, 2004, is incorporated herein by reference to Exhibit (a)(2) of Post-Effective Amendment No. 75.

(3) Amendment to the Declaration of Trust, dated September 19, 2007, is incorporated herein by reference to Exhibit (a)(2) of Post-Effective Amendment No. 87.

 

  (2) Bylaws of the Trust, as amended and dated June 17, 2004, are incorporated herein by reference to Exhibit (b) of Fidelity Summer Street Trust’s (File No. 002-58542) Post-Effective Amendment No. 63.

 

  (3) Not applicable.

 

  (4) Form of Agreement and Plan of Reorganization is filed herein as Exhibit 1 and Exhibit 2 to the Proxy Statement and Prospectus.

 

  (5) Articles III, VIII, X, and XI of the Amended and Restated Declaration of Trust, dated September 19, 2001, are incorporated herein by reference to Exhibit (a)(1) of Post-Effective Amendment No. 72; Article XII of the Amended and Restated Declaration of Trust, dated September 15, 2004, is incorporated herein by reference to Exhibit (a)(2) of Post-Effective Amendment No. 75; and Article VIII of the Bylaws of the Trust, as amended and dated September 19, 2007, are incorporated herein by reference to Exhibit (a)(2) of Post-Effective Amendment No. 87.

 

(6)

 

  (1) Amended and Restated Management Contract, dated October 1, 2017, between Fidelity Asset Manager 20% and Fidelity Management & Research Company, is incorporated herein as Exhibit (d)(1) of Post-Effective Amendment No. 129 .

 

  (2) Amended and Restated Management Contract, dated October 1, 2017, between Fidelity Asset Manager 30% and Fidelity Management & Research Company, is incorporated herein as Exhibit (d)(2) of Post-Effective Amendment No. 129.


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  (3) Amended and Restated Management Contract, dated October 1, 2017, between Fidelity Asset Manager 40% and Fidelity Management & Research Company, is incorporated herein as Exhibit (d)(3) of Post-Effective Amendment No. 129.

 

  (4) Amended and Restated Management Contract, dated October 1, 2017, between Fidelity Asset Manager 50% and Fidelity Management & Research Company, is incorporated herein as Exhibit (d)(4) of Post-Effective Amendment No. 129.

 

  (5) Amended and Restated Management Contract, dated October 1, 2017, between Fidelity Asset Manager 60% and Fidelity Management & Research Company, is incorporated herein as Exhibit (d)(5) of Post-Effective Amendment No. 129.

 

  (6) Amended and Restated Management Contract, dated October 1, 2017, between Fidelity Asset Manager 70% and Fidelity Management & Research Company, is incorporated herein as Exhibit (d)(6) of Post-Effective Amendment No. 129.

 

  (7) Amended and Restated Management Contract, dated October 1, 2017, between Fidelity Asset Manager 85% and Fidelity Management & Research Company, is incorporated herein as Exhibit (d)(7) of Post-Effective Amendment No. 129.

 

  (8) Amended and Restated Management Contract, dated October 1, 2017, between Fidelity Global Balanced Fund and Fidelity Management & Research Company, is incorporated herein as Exhibit (d)(8) of Post-Effective Amendment No. 129.

 

  (9) Sub-Advisory Agreement, dated January 1, 1999, between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc., on behalf of Fidelity Asset Manager: Income (currently known as Fidelity Asset Manager 20%), is incorporated herein by reference to Exhibit (d)(17) of Post-Effective Amendment No. 73.

 

  (10) Sub-Advisory Agreement, dated January 1, 2001, between Fidelity Management and Research Company and FMR Co., Inc., on behalf of Fidelity Asset Manager: Income (currently known as Fidelity Asset Manager 20%), is incorporated herein by reference to Exhibit (d)(26) of Post-Effective Amendment No. 72.

 

  (11) Sub-Advisory Agreement, dated September 20, 2007, between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc., on behalf of Fidelity Asset Manager 30% is incorporated herein by reference to Exhibit (d)(33) of Post-Effective Amendment No. 87.

 

  (12) Sub-Advisory Agreement, dated September 20, 2007, between Fidelity Management & Research Company and FMR Co., Inc., on behalf of Fidelity Asset Manager 30% is incorporated herein by reference to Exhibit (d)(34) of Post-Effective Amendment No. 87.

 

  (13) Sub-Advisory Agreement, dated September 20, 2007, between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc., on behalf of Fidelity Asset Manager 40% is incorporated herein by reference to Exhibit (d)(37) of Post-Effective Amendment No. 87.

 

  (14) Sub-Advisory Agreement, dated September 20, 2007, between Fidelity Management & Research Company and FMR Co., Inc., on behalf of Fidelity Asset Manager 40% is incorporated herein by reference to Exhibit (d)(38) of Post-Effective Amendment No. 87.


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  (15) Sub-Advisory Agreement, dated January 1, 1999, between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc., on behalf of Fidelity Asset Manager (currently known as Fidelity Asset Manager 50%), is incorporated herein by reference to Exhibit (d)(8) of Post-Effective Amendment No. 73.

 

  (16) Sub-Advisory Agreement, dated January 1, 2001, between Fidelity Management and Research Company and FMR Co., Inc., on behalf of Fidelity Asset Manager (currently known as Fidelity Asset Manager 50%), is incorporated herein by reference to Exhibit (d)(23) of Post-Effective Amendment No. 72.

 

  (17) Sub-Advisory Agreement, dated September 20, 2007, between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc., on behalf of Fidelity Asset Manager 60% is incorporated herein by reference to Exhibit (d)(41) of Post-Effective Amendment No. 87.

 

  (18) Sub-Advisory Agreement, dated September 20, 2007, between Fidelity Management & Research Company and FMR Co., Inc., on behalf of Fidelity Asset Manager 60% is incorporated herein by reference to Exhibit (d)(42) of Post-Effective Amendment No. 87.

 

  (19) Sub-Advisory Agreement, dated January 1, 1999, between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc., on behalf of Fidelity Asset Manager: Growth (currently known as Fidelity Asset Manager 70%), is incorporated herein by reference to Exhibit (d)(14) of Post-Effective Amendment No. 73.

 

  (20) Sub-Advisory Agreement, dated January 1, 2001, between Fidelity Management and Research Company and FMR Co., Inc., on behalf of Fidelity Asset Manager: Growth (currently known as Fidelity Asset Manager 70%), is incorporated herein by reference to Exhibit (d)(25) of Post-Effective Amendment No. 72.

 

  (21) Sub-Advisory Agreement, dated September 16, 1999, between Fidelity Management & Research Company and Fidelity Investments Money Management, Inc., on behalf of Fidelity Asset Manager: Aggressive (currently known as Fidelity Asset Manager 85%), is incorporated herein by reference to Exhibit (d)(20) of Post-Effective Amendment No. 70.

 

  (22) Sub-Advisory Agreement, dated January 1, 2001, between Fidelity Management and Research Company and FMR Co., Inc., on behalf of Fidelity Asset Manager: Aggressive (currently known as Fidelity Asset Manager 85%), is incorporated herein by reference to Exhibit (d)(24) of Post-Effective Amendment No. 72.

 

  (23) Sub-Advisory Agreement, dated June 29, 2007, between Fidelity Management & Research Company and Fidelity International Investment Advisors (currently known as FIL Investment Advisors) on behalf of Fidelity Global Balanced Fund, is incorporated herein by reference to Exhibit (d)(45) of Post-Effective Amendment No. 88.

 

  (24) Sub-Advisory Agreement, dated September 20, 2007, between Fidelity International Investment Advisors (currently known as FIL Investment Advisors) and Fidelity International Investment Advisors (U.K.) Limited (currently known as FIL Investment Advisors (UK) Limited), on behalf of Fidelity Global Balanced Fund, is incorporated herein by reference to Exhibit (d)(46) of Post-Effective Amendment No. 89.


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  (25) Sub-Advisory Agreement, dated September 20, 2007, between Fidelity International Investment Advisors (currently known as FIL Investment Advisors) and Fidelity Investments Japan Limited (currently known as FIL Investments (Japan) Limited), on behalf of Fidelity Global Balanced Fund, is incorporated herein by reference to Exhibit (d)(47) of Post-Effective Amendment No. 89.

 

  (26) Sub-Advisory Agreement, dated June 29, 2007, between Fidelity Management & Research Company and FMR Co., Inc., on behalf of Fidelity Global Balanced Fund, is incorporated herein by reference to Exhibit (d)(48) of Post-Effective Amendment No. 87.

 

  (27) Amendment to the Sub-Advisory Agreement, dated August 1, 2007, between Fidelity International Investment Advisors (currently known as FIL Investment Advisors) and Fidelity Management & Research Company, on behalf of Fidelity Global Balanced Fund, is incorporated herein by reference to Exhibit (d)(52) of Post-Effective Amendment No. 89.

 

  (28) Amendment to the Sub-Advisory Agreement, dated August 1, 2007, between Fidelity International Investment Advisors (U.K.) Limited (currently known as FIL Investment Advisors (UK) Limited) and Fidelity International Investment Advisors (currently known as FIL Investment Advisors), on behalf of Fidelity Global Balanced Fund, is incorporated herein by reference to Exhibit (d)(53) of Post-Effective Amendment No. 89.

 

  (29) Amendment to the Sub-Advisory Agreement, dated August 1, 2007, between Fidelity Investments Japan Limited (currently known as FIL Investments (Japan) Limited) and Fidelity International Investment Advisors (currently known as FIL Investment Advisors), on behalf of Fidelity Global Balanced Fund, is incorporated herein by reference to Exhibit (d)(54) of Post-Effective Amendment No. 89.

 

  (30) Sub-Advisory Agreement, dated September 9, 2008, between Fidelity Management & Research Company and Fidelity Management & Research (Hong Kong) Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(34) of Fidelity Income Fund’s (File No. 002-92661) Post-Effective Amendment No. 75.

 

  (31) Schedule A, dated August 28, 2017, to the Sub-Advisory Agreement, dated September 9, 2008, between Fidelity Management & Research Company and Fidelity Management & Research (Hong Kong) Limited, on behalf of the Registrant is incorporated here in by reference to Exhibit (d)(31) of Post-Effective Amendment No. 129.

 

  (32) Amended and Restated Sub-Advisory Agreement, dated December 1, 2014, between Fidelity Management & Research Company and Fidelity Management & Research (Japan) Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(20) of Fidelity Advisor Series II’s (File No. 033-06516) Post-Effective Amendment No. 118.

 

  (33) Schedule A, dated August 28, 2017, to the Amended and Restated Sub-Advisory Agreement, dated December 1, 2014, between Fidelity Management & Research Company and Fidelity Management & Research (Japan) Limited, on behalf of the Registrant is incorporated here in by reference to Exhibit (d)(33) of Post-Effective Amendment No. 129.

 

  (34) Amended and Restated Sub-Advisory Agreement, dated April 1, 2015, between Fidelity Management & Research Company and FMR Investment Management (U.K.) Limited, on behalf of the Registrant, is incorporated herein by reference to Exhibit (d)(92) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 282.

 

  (35) Schedule A, dated August 28, 2017, to the Amended and Restated Sub-Advisory Agreement, dated April 1, 2015, between Fidelity Management & Research Company and FMR Investment Management (U.K.) Limited, on behalf of the Registrant, is incorporated here in by reference to Exhibit (d)(35) of Post-Effective Amendment No. 129.


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(7)

 

  (1) Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity Asset Manager: Income (currently known as Fidelity Asset Manager 20%) and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit (e)(4) of Post-Effective Amendment No. 82.

 

  (2) General Distribution Agreement, dated September 20, 2007, between Fidelity Asset Manager 30% and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(6) of Post-Effective Amendment No. 87.

 

  (3) General Distribution Agreement, dated September 20, 2007, between Fidelity Asset Manager 40% and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(7) of Post-Effective Amendment No. 87.

 

  (4) Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity Asset Manager (currently known as Fidelity Asset Manager 50%) and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment No. 82.

 

  (5) General Distribution Agreement, dated September 20, 2007, between Fidelity Asset Manager 60% and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(8) of Post-Effective Amendment No. 87.

 

  (6) Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity Asset Manager: Growth (currently known as Fidelity Asset Manager 70%) and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit (e)(3) of Post-Effective Amendment No. 82.

 

  (7) Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity Asset Manager: Aggressive (currently known as Fidelity Asset Manager 85%) and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit (e)(2) of Post-Effective Amendment No. 82.

 

  (8) General Distribution Agreement, dated June 29, 2007, between Fidelity Global Balanced Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(9) of Post-Effective Amendment No. 87.

 

  (9) Form of Selling Dealer Agreement (most recently revised September 2010) is incorporated herein by reference to Exhibit (e)(5) of Fidelity Hereford Street Trust’s (File No. 033-52577) Post-Effective Amendment No. 37.

 

  (10) Form of Selling Dealer Agreement for Bank-Related Transactions (most recently revised April 2006) is incorporated herein by reference to Exhibit (e)(6) of Fidelity Hereford Street Trust’s (File No. 033-52577) Post-Effective Amendment No. 37.

 

  (11) Form of Bank Agency Agreement (most recently revised November 2014) is incorporated herein by reference to Exhibit (e)(7) of Fidelity Hereford Street Trust’s (File No. 033-52577) Post-Effective Amendment No. 37.


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(8)

Amended and Restated Fee Deferral Plan of the Non-Interested Person Trustees of the Fidelity Fixed Income and Asset Allocation Funds, effective as of September 15, 1995, as amended and restated through March 10, 2016, is incorporated herein by reference to Exhibit (f) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 334.

 

(9)

 

  (1) Custodian Agreement, dated January 1, 2007, between Brown Brothers Harriman & Company and Fidelity Charles Street Trust on behalf of Fidelity Global Balanced Fund is incorporated herein by reference to Exhibit (g)(1) of Fidelity Advisor Series I’s (File No. 002-84776) Post-Effective Amendment No. 72.

 

  (2) Custodian Agreement, dated January 1, 2007, between JPMorgan Chase Bank, N.A. and Fidelity Charles Street Trust on behalf of Fidelity Asset Manager 20%, Fidelity Asset Manager 30%, Fidelity Asset Manager 40%, Fidelity Asset Manager 50%, Fidelity Asset Manager 60%, Fidelity Asset Manager 70%, and Fidelity Asset Manager 85% is incorporated herein by reference to Exhibit (g)(2) of Fidelity Advisor Series I’s (File No. 002-84776) Post-Effective Amendment No. 72.

 

(10)

 

  (1) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Asset Manager: Income (currently known as Fidelity Asset Manager 20%) is incorporated herein by reference to Exhibit (m)(4) of Post-Effective Amendment No. 71.

 

  (2) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 20%: Class A is incorporated herein by reference to Exhibit (m)(6) of Post-Effective Amendment No. 79.

 

  (3) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 20%: Class T (currently known as Class M) is incorporated herein by reference to Exhibit (m)(7) of Post-Effective Amendment No. 79.

 

  (4) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 20%: Class C is incorporated herein by reference to Exhibit (m)(9) of Post-Effective Amendment No. 79.

 

  (5) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 20%: Institutional Class (currently known as Class I) is incorporated herein by reference to Exhibit (m)(10) of Post-Effective Amendment No. 79.

 

  (6) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Asset Manager 30% is incorporated herein by reference to Exhibit (m)(25) of Post-Effective Amendment No. 86.

 

  (7) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 30%: Class A is incorporated herein by reference to Exhibit (m)(26) of Post-Effective Amendment No. 86.

 

  (8) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 30%: Class T (currently known as Class M) is incorporated herein by reference to Exhibit (m)(27) of Post-Effective Amendment No. 86.


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  (9) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 30%: Class C is incorporated herein by reference to Exhibit (m)(29) of Post-Effective Amendment No. 86.

 

  (10) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 30%: Institutional Class (currently known as Class I) is incorporated herein by reference to Exhibit (m)(30) of Post-Effective Amendment No. 86.

 

  (11) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Asset Manager 40% is incorporated herein by reference to Exhibit (m)(31) of Post-Effective Amendment No. 86.

 

  (12) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 40%: Class A is incorporated herein by reference to Exhibit (m)(32) of Post-Effective Amendment No. 86.

 

  (13) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 40%: Class T (currently known as Class M) is incorporated herein by reference to Exhibit (m)(33) of Post-Effective Amendment No. 86.

 

  (14) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 40%: Class C is incorporated herein by reference to Exhibit (m)(35) of Post-Effective Amendment No. 86.

 

  (15) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 40%: Institutional Class (currently known as Class I) is incorporated herein by reference to Exhibit (m)(36) of Post-Effective Amendment No. 86.

 

  (16) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Asset Manager (currently known as Fidelity Asset Manager 50%) is incorporated herein by reference to Exhibit (m)(1) of Post-Effective Amendment No. 71.

 

  (17) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 50%: Class A is incorporated herein by reference to Exhibit (m)(11) of Post-Effective Amendment No. 79.

 

  (18) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 50%: Class T (currently known as Class M) is incorporated herein by reference to Exhibit (m)(12) of Post-Effective Amendment No. 79.

 

  (19) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 50%: Class C is incorporated herein by reference to Exhibit (m)(14) of Post-Effective Amendment No. 79.

 

  (20) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 50%: Institutional Class (currently known as Class I) is incorporated herein by reference to Exhibit (m)(15) of Post-Effective Amendment No. 79.

 

  (21) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Asset Manager 60% is incorporated herein by reference to Exhibit (m)(37) of Post-Effective Amendment No. 86.

 

  (22) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 60%: Class A is incorporated herein by reference to Exhibit (m)(38) of Post-Effective Amendment No. 86.


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  (23) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 60%: Class T (currently known as Class M) is incorporated herein by reference to Exhibit (m)(39) of Post-Effective Amendment No. 86.

 

  (24) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 60%: Class C is incorporated herein by reference to Exhibit (m)(41) of Post-Effective Amendment No. 86.

 

  (25) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 60%: Institutional Class (currently known as Class I) is incorporated herein by reference to Exhibit (m)(42) of Post-Effective Amendment No. 86.

 

  (26) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Asset Manager: Growth (currently known as Fidelity Asset Manager 70%) is incorporated herein by reference to Exhibit (m)(3) of Post-Effective Amendment No. 71.

 

  (27) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 70%: Class A is incorporated herein by reference to Exhibit (m)(45) of Post-Effective Amendment No. 90.

 

  (28) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 70%: Class T (currently known as Class M) is incorporated herein by reference to Exhibit (m)(46) of Post-Effective Amendment No. 90.

 

  (29) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 70%: Class C is incorporated herein by reference to Exhibit (m)(48) of Post-Effective Amendment No. 90.

 

  (30) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 70%: Institutional Class (currently known as Class I) is incorporated herein by reference to Exhibit (m)(49) of Post-Effective Amendment No. 90.

 

  (31) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Asset Manager: Aggressive (currently known as Fidelity Asset Manager 85%) is incorporated herein by reference to Exhibit (m)(5) of Post-Effective Amendment No. 70.

 

  (32) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 85%: Class A is incorporated herein by reference to Exhibit (m)(16) of Post-Effective Amendment No. 79.

 

  (33) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 85%: Class T (currently known as Class M) is incorporated herein by reference to Exhibit (m)(17) of Post-Effective Amendment No. 79.

 

  (34) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 85%: Class C is incorporated herein by reference to Exhibit (m)(19) of Post-Effective Amendment No. 79.

 

  (35) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Asset Manager 85%: Institutional Class (currently known as Class I) is incorporated herein by reference to Exhibit (m)(20) of Post-Effective Amendment No. 79.

 

  (36) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Global Balanced Fund is incorporated hereby reference to Exhibit (m)(43) of Post-Effective Amendment No. 84.


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  (37) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Global Balanced Fund: Fidelity Advisor Global Balanced Fund Class A is incorporated herein by reference to Exhibit (m)(45) of Post-Effective Amendment No. 95.

 

  (38) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Global Balanced Fund: Fidelity Advisor Global Balanced Fund Class T (currently known as Class M) is incorporated herein by reference to Exhibit (m)(46) of Post-Effective Amendment No. 95.

 

  (39) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Global Balanced Fund: Fidelity Advisor Global Balanced Fund Class C is incorporated herein by reference to Exhibit (m)(48) of Post-Effective Amendment No. 95.

 

  (40) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Global Balanced Fund: Fidelity Advisor Global Balanced Fund Institutional Class (currently known as Class I) is incorporated herein by reference to Exhibit (m)(49) of Post-Effective Amendment No. 95.

 

  (11) Opinion and consent of counsel Dechert LLP, as to the legality of shares being registered is filed herein as Exhibit 11.

 

  (12) Opinion and Consent of counsel Dechert LLP, as to tax matters—To be filed by Post-Effective Amendment.

 

  (13) Not applicable.

 

  (14) (1) Consents of Deloitte & Touche LLP, dated November 29, 2017, is filed herein as Exhibit (14)(1).

(2) Consent of PricewaterhouseCoopers LLP, dated November 29, 2017, is filed herein as Exhibit (14)(2)

 

  (15) Not applicable.

 

  (16) Power of Attorney, dated December 1, 2017, is filed herein as Exhibit 16.

 

  (17) Not applicable.

 

  Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of the prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reoffering by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each Post-Effective Amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.


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(3) The undersigned Registrant undertakes to file a post-effective amendment to this registration statement upon the closing of the Reorganization described in this Registration Statement that contains an opinion of counsel supporting the tax matters discussed in this Registration Statement.


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 1st day of December 2017.

 

FIDELITY CHARLES STREET TRUST
By   /s/ Stephanie J. Dorsey
  Stephanie J. Dorsey, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

(Signature)

  

(Title)

 

(Date)

/s/Stephanie J. Dorsey

   President and Treasurer  

December 1, 2017

Stephanie J. Dorsey

   (Principal Executive Officer)  

/s/Howard J. Galligan III

   Chief Financial Officer   December 1, 2017

Howard J. Galligan III

   (Principal Financial Officer)  

/s/Abigail P. Johnson

   Trustee   December 1, 2017

Abigail P. Johnson

    

*

   Trustee   December 1, 2017

Elizabeth S. Acton

    

*

   Trustee   December 1, 2017

John Engler

    

*

   Trustee   December 1, 2017

Albert R. Gamper, Jr.

    

*

   Trustee   December 1, 2017

Robert F. Gartland

    

*

   Trustee   December 1, 2017

Arthur E. Johnson

    

*

   Trustee   December 1, 2017

Michael E. Kenneally

    

*

   Trustee   December 1, 2017

Marie L. Knowles

    

*

   Trustee   December 1, 2017

Mark A. Murray

    

*

   Trustee   December 1, 2017

Jennifer Toolin McAuliffe

    

 

*By:

 

/s/Megan Johnson

  Megan C. Johnson, pursuant to a power of attorney dated November 1, 2017 and filed herewith.
EX-99.(11) 2 d485599dex9911.htm EX-99.(11) EX-99.(11)

Exhibit 11

Dechert LLP

One International Place, 40th Floor

100 Oliver Street

Boston, MA 02110-2605

+1 617 728 7100 Main

+1 617 426 6567 Fax

www.dechert.com

November 29, 2017

Fidelity Charles Street Trust

245 Summer Street

Boston, MA 02210

Re: Registration Statement on Form N-14

Ladies and Gentlemen:

We have acted as counsel to Fidelity Charles Street Trust, a Massachusetts business trust (the “Trust”), in connection with the Trust’s Registration Statement on Form N-14 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the transfer of all of the assets of Fidelity Global Balanced Fund (“Global Balanced”), a series of the Trust, and Fidelity Global Strategies Fund (“Global Strategies”, together with Global Balanced, the “Acquired Funds”), a series of Fidelity Salem Street Trust, to Fidelity Asset Manager 60% (the “Acquiring Fund,” together with the Acquired Funds, the “Funds”), a series of the Trust, in exchange for the issuance of shares of beneficial interest of the Acquiring Fund (the “Shares”), and the assumption of the liabilities of the Acquired Funds, pursuant to the proposed reorganizations as described in the Registration Statement and the forms of Agreement and Plans of Reorganization (the “Agreements”) by and between the Trust, on behalf of the Acquiring Fund, the Trust, on behalf of Global Balanced, and Fidelity Salem Street Trust, on behalf of Global Strategies.

In connection with the opinions set forth herein, you have provided to us originals, copies or facsimile transmissions of, and we have reviewed and relied upon, among other things, copies of the following: the Registration Statement; the Agreements; the Amended and Restated Declaration of Trust of the Trust dated September 19, 2001, as amended; and the Bylaws of the Trust, as amended and dated June 17, 2004 (the “Bylaws”). In addition, we have reviewed and relied upon a Certificate issued by the Secretary of the Commonwealth of Massachusetts with respect to the Trust. We have assumed that the Bylaws have been duly adopted by the Trustees. We have also examined such documents and questions of law as we have concluded are necessary or appropriate for purposes of the opinions expressed below.

In rendering this opinion we have assumed, without independent verification, (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by each Fund’s Board of Trustees; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of each Fund on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been


approved, executed or adopted which would limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Board of Trustees, or in the Registration Statement, we assume such documents are the same as in the most recent form provided to us, whether as an exhibit to the Registration Statement or otherwise. When any opinion set forth below relates to the existence or standing of the Trust, such opinion is based entirely upon and is limited by the items referred to above, and we understand that the foregoing assumptions, limitations and qualifications are acceptable to you.

Based upon the foregoing, we are of the opinion that:

1. The Trust has been duly formed and is validly existing as a business trust under the laws of the Commonwealth of Massachusetts; and

2. The Shares registered under the Securities Act, when issued in accordance with the terms described in the Registration Statement and the Agreements, will be legally issued, fully paid and non-assessable by the Trust.

The opinions expressed herein are limited to the laws of the Commonwealth of Massachusetts and the federal securities laws of the United States. We express no opinion herein with respect to the effect or applicability of the law of any other jurisdiction. The opinions expressed herein are solely for your benefit and may not be relied on in any manner or for any purpose by any other person.

We express no opinion as to any other matter other than as expressly set forth above and no other opinion is intended or may be inferred herefrom. The opinions expressed herein are given as of the date hereof and we undertake no obligation and hereby disclaim any obligation to advise you of any change after the date of this opinion pertaining to any matter referred to herein. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and any amendments thereto. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

EX-99.(14)(1) 3 d485599dex99141.htm CONSENTS OF DELOITTE & TOUCHE LLP Consents of Deloitte & Touche LLP

Exhibit (14)(1)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form N-14 (the “Registration Statement”) of our report dated November 17, 2017, relating to the financial statements and financial highlights of Fidelity Asset Manager 60%, a fund of Fidelity Charles Street Trust, appearing in the Annual Report on Form N-CSR of Fidelity Charles Street Trust for the year ended September 30, 2017, and to the references to us under the headings “Additional Information About the Funds”, “Experts”, “Representations and Warranties of the Acquiring Fund”, and “Representations and Warranties of the Acquired Fund” in the Proxy Statement and Prospectus, which is part of the Registration Statement and “Financial Highlights” in the Prospectus dated July 29, 2017, and “Independent Registered Public Accounting Firm” in the Statement of Additional Information dated July 29, 2017, which are also incorporated by reference into such Registration Statement.

 

/s/ Deloitte & Touch LLP
Deloitte & Touche LLP

Boston, Massachusetts

November 29, 2017


Exhibit (14)(1)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form N-14 (the “Registration Statement”) of our report dated July 20, 2017, relating to the consolidated financial statements and consolidated financial highlights of Fidelity Global Strategies Fund, a fund of Fidelity Salem Street Trust, appearing in the Annual Report on Form N-CSR of Fidelity Salem Street Trust for the year ended May 31, 2017, and to the references to us under the headings “Additional Information About the Funds”, “Experts”, “Representations and Warranties of the Acquiring Fund”, and Representations and Warranties of the Acquired Fund” in the Proxy Statement and Prospectus, which is part of the Registration Statement and “Financial Highlights” in the Prospectus dated July 29, 2017, and “Independent Registered Public Accounting Firm” in the Statement of Additional Information dated July 29, 2017, which are also incorporated by reference into such Registration Statement.

 

/s/ Deloitte & Touch LLP
Deloitte & Touche LLP

Boston, Massachusetts

November 29, 2017

EX-99.(14)(2) 4 d485599dex99142.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Consent of PricewaterhouseCoopers LLP

Exhibit (14)(2)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference into the Proxy Statement and Prospectus (the Proxy/Prospectus) constituting part of this Registration Statement on Form N-14 (the Registration Statement) of Fidelity Charles Street Trust: Fidelity Global Balanced Fund, of our report dated December 15, 2016, on the financial statements and financial highlights included in the October 31, 2016 Annual Report to Shareholders of Fidelity Charles Street Trust: Fidelity Global Balanced Fund.

We further consent to the references to our Firm under the headings “Experts” and “Additional Information About the Funds” in the Proxy/Prospectus and to the references to our Firm under the headings “Financial Highlights” in the December 30, 2016 Prospectus and “Independent Registered Public Accounting Firm” in the December 30, 2016 Statement of Additional Information for Fidelity Charles Street Trust: Fidelity Asset Manager 60% and Fidelity Charles Street Trust: Fidelity Global Balanced Fund, which are also incorporated by reference into the Proxy/Prospectus.

 

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts

November 29, 2017

EX-99.(16) 5 d485599dex9916.htm POWER OF ATTORNEY Power of Attorney

POWER OF ATTORNEY

We, the undersigned Trustees of the Fidelity Charles Street Trust (the Trust) hereby constitute and appoint Thomas C. Bogle, John V. O’Hanlon, Robert W. Helm, Megan C. Johnson and Anthony H. Zacharski, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, the Registration Statement of the Trust on Form N-14 under the Securities Act of 1933 and the Investment Company Act of 1940 relating to proposed reorganizations of each of Fidelity Charles Street Trust: Fidelity Global Balanced Fund and Fidelity Salem Street Trust: Fidelity Global Strategies Fund into Fidelity Asset Manager 60%, a series of the Trust, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statement, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after November 1, 2017.

WITNESS our hands on this first day of November 2017.

 

/s/ Elizabeth S. Acton

    

/s/ Michael E. Kenneally

  
Elizabeth S. Acton      Michael E. Kenneally   

/s/ John Engler

    

/s/ Marie L. Knowles

  
John Engler      Marie L. Knowles   

/s/ Albert R. Gamper, Jr.

    

/s/ Jennifer Toolin McAuliffe

  
Albert R. Gamper, Jr.      Jennifer Toolin McAuliffe   

/s/ Robert F. Gartland

    

/s/ Mark A. Murray

  
Robert F. Gartland      Mark A. Murray   

/s/ Arthur E. Johnson

       
Arthur E. Johnson        
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Fidelity (logo) InvestmentsR     

FPCMS

245 Summer Street

Boston MA 02210

617-563-7000

    

December 1, 2017

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

RE: Fidelity Charles Street Trust (the trust):

Fidelity Asset Manager 60%

File No. 811-03221

Ladies and Gentlemen:

On behalf of the trust, transmitted herewith pursuant to the Securities Act of 1933 and Rule 488 thereunder, is the trust’s Registration Statement on Form N-14. The purpose of this filing is to register shares of beneficial interest of Fidelity Asset Manager 60%, a series of the trust in connection with the proposed acquisition by Fidelity Asset Manager 60% of all of the assets of Fidelity Global Balanced Fund another series of the same trust and Fidelity Global Strategies Fund, a series of Fidelity Salem Street Trust (File Nos. 002-41839 and 811-02105) and the assumption by Fidelity Asset Manager 60% of the liabilities of Fidelity Global Balanced Fund and Fidelity Global Strategies Fund, solely in exchange for shares of Fidelity Asset Manager 60% (the “Reorganization”). The Reorganization is in connection with an Agreement and Plan of Reorganization (the “Agreement”).

In connection with the Reorganization, filed herewith are the Notice to Shareholders, Proxy Statement and Prospectus (the “Proxy Statement”), and Agreement to be sent to shareholders of Fidelity Global Balanced Fund and Fidelity Global Strategies Fund. The Prospectus of Fidelity Asset Manager 60% dated November 29, 2017 included in this filing is the Prospectus filed by the trust on November 28, 2017 as Post-Effective Amendment No. 129 to its registration on Form N-1A (File No. 002-73133).

No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940.


The Special Meeting of Shareholders is scheduled to be held on March 8, 2018. It is expected that the Proxy Statement will be mailed to shareholders on or about January 12, 2018, more than 20 days before the meeting. Accordingly, pursuant to Instruction F of Form N-14, the Part B of the Form N-14 will not accompany the Proxy Statement sent to shareholders. As required by Instruction F, a statement indicating that documents are available upon oral or written request without charge is included in the Proxy Statement.

We would appreciate receiving Staff comments, if any, on this filing no later than December 21, 2017. Questions or comments regarding this filing should be directed to Jamie Plourde at (817) 474-7037.

 

Sincerely,
/s/ Jamie Plourde
Jamie Plourde
Legal Product Group