Projects on Reliance Money Equity Investments

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					SEPTEMBER 10, 2010




                                                                                                                              Simplified Prospectus
Fidelity Private Investment Pools
Series B, Series S5, Series S8, Series I, Series I5, Series I8, Series F, Series F5
and Series F8 Securities (unless otherwise indicated)


Equity Pools
Fidelity Canadian Equity Private Pool*
Fidelity Concentrated Canadian Equity Private Pool*
Fidelity U.S. Equity Private Pool*
Fidelity U.S. Equity Currency Neutral Private Pool*
Fidelity International Equity Private Pool*
Fidelity International Equity Currency Neutral Private Pool*
Fidelity Global Equity Private Pool*
Fidelity Global Equity Currency Neutral Private Pool*


Balanced Pools
Fidelity Balanced Income Private Pool*
Fidelity Balanced Income Currency Neutral Private Pool*
Fidelity Balanced Private Pool*
Fidelity Balanced Currency Neutral Private Pool*


Fixed Income Pools
Fidelity Premium Fixed Income Private Pool (available in
Series B, I and F only)
Fidelity Premium Money Market Private Pool (available in
Series B, I, D and F only)


Specialty Pool
Fidelity Premium Fixed Income Capital Yield Private Pool*
(available in Series B, I, F, S5, I5, and F5 only)


Equity Investments Trusts
(Securities are not available for public purchase)
Fidelity Canadian Equity Investment Trust (available in
Series O Only)
Fidelity Concentrated Canadian Equity Investment Trust
(available in Series O Only)
Fidelity U.S. Equity Investment Trust (available in
Series O Only)
Fidelity International Equity Investment Trust (available in
Series O Only)
Fidelity Global Equity Investment Trust (available in
Series O Only)




*Classes of Fidelity Capital Structure Corp.




No securities regulatory authority has expressed an opinion about these securities. It’s an offence to claim otherwise.
The Pools and the Securities of the Pools offered under this simplified prospectus are not registered with the United States
Securities and Exchange Commission and they are sold in the United States only in reliance on exemptions from registration.
What’s inside




                                                                                                                                                                                                           What’s inside
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1   Organization and management
                                                                                                     of the Fidelity Private Investment Pools . . . . . . . . . . . . 73
What is a mutual fund and what are
the risks of investing in a mutual fund? . . . . . . . . . . . . . 3                                 Purchases, switches and redemptions . . . . . . . . . . . . . . 75

Specific information about each of the                                                                Optional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
mutual funds described in this document . . . . . . . . . . 14
                                                                                                     Fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Equity Pools
                                                                                                     Dealer compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
■ Fidelity Canadian Equity Private Pool . . . . . . . . . . . . . . . . . . . . . 20

■ Fidelity Concentrated Canadian Equity Private Pool . . . . . . . . . 23                            Dealer compensation from
                                                                                                     management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
■ Fidelity U.S. Equity Private Pool . . . . . . . . . . . . . . . . . . . . . . . . . . 26

■ Fidelity U.S. Equity Currency Neutral Private Pool . . . . . . . . . . . 29                        Income tax considerations
                                                                                                     for investors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
■ Fidelity International Equity Private Pool . . . . . . . . . . . . . . . . . . 32

■ Fidelity International Equity Currency Neutral Private Pool . . . 35
                                                                                                     What are your legal rights?. . . . . . . . . . . . . . . . . . . . . . . . . . 96

■ Fidelity Global Equity Private Pool . . . . . . . . . . . . . . . . . . . . . . . 38

■ Fidelity Global Equity Currency Neutral Private Pool . . . . . . . . 41

Balanced Pools
■ Fidelity Balanced Income Private Pool . . . . . . . . . . . . . . . . . . . . 44

■ Fidelity Balanced Income Currency Neutral Private Pool . . . . . 47

■ Fidelity Balanced Private Pool . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

■ Fidelity Balanced Currency Neutral Private Pool . . . . . . . . . . . . 53

Fixed Income Pools
■ Fidelity Premium Fixed Income Private Pool . . . . . . . . . . . . . . . 56

■ Fidelity Premium Money Market Private Pool . . . . . . . . . . . . . . 58

Specialty Pool
■ Fidelity Premium Fixed Income Capital Yield Private Pool . . . 60

Equity Investments Trusts
■ Fidelity Canadian Equity Investment Trust . . . . . . . . . . . . . . . . . 63

■ Fidelity Concentrated Canadian Equity Investment Trust . . . . 65

■ Fidelity U.S. Equity Investment Trust . . . . . . . . . . . . . . . . . . . . . 67

■ Fidelity International Equity Investment Trust . . . . . . . . . . . . . . 69

■ Fidelity Global Equity Investment Trust . . . . . . . . . . . . . . . . . . . 71
Introduction

               In this document, we, us, our and Fidelity refer to Fidelity
               Investments Canada ULC. The mutual funds offered in this Simplified
               Prospectus are collectively referred to as the “Fidelity Private
               Investment Pools” or the “Pools” and each are sometimes referred
               to as a “Pool”. Fidelity Canadian Equity Private Pool, Fidelity
               Concentrated Canadian Equity Private Pool, Fidelity U.S. Equity
               Private Pool, Fidelity U.S. Equity Currency Neutral Private Pool,
               Fidelity International Equity Private Pool, Fidelity International Equity
               Currency Neutral Private Pool, Fidelity Global Equity Private Pool
               and Fidelity Global Equity Currency Neutral Private Pool are
               collectively referred to as the “Equity Pools”. Fidelity Balanced
               Income Private Pool, Fidelity Balanced Income Currency Neutral
               Private Pool, Fidelity Balanced Private Pool and Fidelity Balanced
               Currency Neutral Private Pool are collectively referred to as the
               “Balanced Pools”. Fidelity Premium Fixed Income Private Pool and
               Fidelity Premium Money Market Private Pool are collectively referred
               to as the “Fixed-Income Pools”. Fidelity Canadian Equity Investment
               Trust, Fidelity Concentrated Canadian Equity Investment Trust,
               Fidelity U.S. Equity Investment Trust, Fidelity International Equity
               Investment Trust and Fidelity Global Equity Investment Trust are
               collectively referred to as the “Equity Investment Trusts” and are not
               available for public purchase. The Pools, together with other mutual
               funds offered by Fidelity under separate simplified prospectuses, are
               collectively referred to as the “Fidelity Funds”. We may also use the
               word “fund” to describe mutual funds generally.

               The Equity Pools, the Balanced Pools and Fidelity Premium Fixed
               Income Capital Yield Private Pool are each offered as classes of
               shares of Fidelity Capital Structure Corp. (the “Corporation”), which is
               a mutual fund corporation. The Fixed Income Pools and the Equity
               Investment Trusts are mutual funds structured as standalone trusts.




1                                                                        FIDELITY INVESTMENTS
                                                                          Introduction
In this document we refer to financial advisors and dealers. The
financial advisor is the individual with whom you consult for
investment advice and the dealer is the company or partnership
that employs your financial advisor.

This simplified prospectus contains selected important information
to help you make an informed investment decision about the
Pools and to understand your rights as an investor.

It’s divided into three parts. The first part, from pages 3 to 19,
explains what mutual funds are and the different risks you face by
investing in them. The second part, from pages 20 to 72 contains
specific information about each of the Pools. The third part, from
pages 73 to 95, contains general information that applies to all of
the Pools.

Additional information about each Pool is available in its annual
information form and its most recently filed annual and interim
financial statements and annual and interim management reports of
fund performance. These documents are incorporated by reference
into this simplified prospectus. That means they legally form part
of this simplified prospectus just as if they were printed in it.

You can get a copy of the Fidelity Private Investment Pools’ annual
information form, financial statements and management reports of
fund performance at no cost to you by calling us at 1-800-263-4077,
sending us an e-mail to cs.english@fmr.com for English language
versions or sc.francais@fmr.com for French language versions, or
by asking your financial advisor. You’ll also find this simplified
prospectus, the financial statements and the management reports
of fund performance on our website at www.fidelity.ca.

These documents and other information about the Pools are also
available at www.sedar.com.



SIMPLIFIED PROSPECTUS 2010                                            2
What is a mutual fund and what are the risks
of investing in a mutual fund?

Millions of Canadians are working toward their financial         How do you make money?
goals by investing their money in mutual funds. Whether         You make money on mutual funds if you buy your
it’s saving for retirement or putting aside cash for a          Securities at one price and sell—or redeem—them later
down payment on a home, mutual funds have become                at a higher price. Of course, you lose money if you
an investment of choice for many people.                        redeem your Securities for less than you paid. You can
But what exactly are mutual funds, how do they work             also make money when the mutual fund pays you your
and what are the risks? This section has the answers.           share of the income and capital gains it has earned on
                                                                its investments.

What is a mutual fund?                                          What do mutual funds invest in?
Simply put, a mutual fund is a pool of investments made         Mutual funds invest in many of the same things as indi-
on behalf of a large group of people. Here’s how it             vidual investors—everything from treasury bills to shares
works: When you buy a mutual fund, you’re actually put-         on foreign stock markets. The kinds of securities a mutu-
ting your money together with that of many other                al fund invests in depends on the mutual fund’s goal or
people who like the same sorts of investments as you            investment objective. For example, there are mutual
do. A professional investment expert—called a portfolio         funds for people who want to buy short-term fixed-
manager—takes that large pool of cash and invests it            income investments as well as for those who want their
for the whole group. If the investments make a profit,           money to go into Canadian, U.S. or International equi-
you share that profit with everyone else in the group. If        ties.
the investments lose money, everyone shares in the loss.
                                                                The price of a Security changes every day, depending
                                                                on how well the investments of the fund are performing.
Sold in units or shares
                                                                When the investments rise in value, the price of a
When you invest in a mutual fund, you’re buying a piece         Security goes up. When the investments drop in value,
of the mutual fund called a unit in the case of a mutual        the price of a Security goes down.
fund organized as a trust (such as the Fixed Income
Pools and the Equity Investment Trusts) and a share in          Securities that are traded on a public exchange are gen-
the case of mutual funds offered as classes of shares of        erally valued at their most recent sale price. If the price
a mutual fund corporation (such as the Equity Pools, the        is not available or if the price is not a true reflection of
Balanced Pools and Fidelity Premium Fixed Income                the value of the security, we will use another method to
Capital Yield Private Pool, which are classes of shares of      determine the value. This practice is called fair value
Fidelity Capital Structure Corp.) The attributes of shares      pricing. It may happen for many reasons, including
and units are generally the same. In this simplified             where the value is affected by events which occur after a
prospectus, we use the term “Securities” to refer collec-       market where the security is principally traded has
tively, to units of a trust, or classes of shares of a mutual   closed or where there has been minimal or infrequent
fund corporation, as applicable, although we may use            trading in a security.
the term “units” or “shares” in reference to specific            While there are thousands of different investments
Pools, as applicable. Mutual fund companies keep track          available, they generally fit into two basic types: debt
of all the individual investments by recording how many         and equity. Some mutual funds (such as the Equity
Securities each investor owns. The more money you put           Pools or the Balanced Pools) invest in Securities of
into a mutual fund, the more Securities you get.                other mutual funds called underlying funds. Those
Some mutual funds offer Securities in more than one             underlying funds in turn invest in debt securities, equity
series. It’s possible that each series may have different       securities or each of them and may sometimes also
management fees or expenses.                                    invest in other mutual funds.



3                                                                                                       FIDELITY INVESTMENTS
                                                                                                                       What is a mutual fund and what are the risks of investing in a mutual fund?
Debt securities                                            Professional management
Debt securities (or fixed-income securities) are obliga-    For one thing, professional portfolio managers make
tions of an issuer to repay a sum of money, usually with   all the decisions about exactly which securities to
interest. Common examples include those issued by a        invest in and when to buy or sell them. It’s their full-
company or a government. Debt securities are also an       time job, so you don’t have to spend the time making
important way for companies and governments to             these investment decisions on your own. Portfolio
raise money. They frequently sell debt securities called   managers also have access to information and research
bonds and use the cash for major projects, or just to      that isn’t readily available to individual investors.
meet their daily expenses.
                                                           Diversification
The government or company usually agrees to pay
                                                           A second advantage is something called diversifica-
back the amount of the debt security within a set
                                                           tion. Diversification means owning several different
amount of time. If that period of time is about a year
                                                           investments at once. Here’s why it’s important: the
or less, the investment is often called a money market
                                                           value of your investments will go up and down over
instrument. Examples are short-term bonds and gov-
                                                           time; that’s the nature of investing. But not all invest-
ernment treasury bills. If the length of time is more
                                                           ments are likely to go up or down at the same time, or
than about a year, the investment is often referred to
                                                           to the same extent, which can help to lessen the
as a fixed-income investment. Examples are corporate
                                                           volatility of the mutual fund over the long term.
and government bonds and mortgages.
                                                           Since mutual funds typically hold many investments,
Equity securities                                          they offer a simple way to diversify your portfolio. In
Equity securities are investments that give the holder     addition to diversifying through the number of invest-
part ownership in a company. When a mutual fund            ments, mutual funds often have access to investments
buys equity securities, it is buying a piece of a busi-    individual investors generally cannot buy. A wider range
ness. The most familiar example is common shares           of types of investments may increase diversification.
traded on the stock market.
                                                           Easy access to your money
Equity securities can earn money in two ways. The
                                                           Unlike some other kinds of investments, mutual funds
value of the shares can rise (or fall) as people buy and
                                                           are liquid. This means you can redeem your Securities
sell them on stock exchanges. If a company appears to
                                                           at almost any time and get your money when you need
be doing well in its business, more people may want to
                                                           it (even though you may get less than you invested).
buy a piece of it and the price is likely to go up. On
the other hand, if a company’s business doesn’t seem       Record keeping
to be doing well, investors may decide to sell their
                                                           And finally, mutual funds make your investments easier
piece of the company and the price is likely to go
                                                           to keep track of. Mutual fund companies help you with
down. Some kinds of equity securities also pay you a
                                                           the details by sending you regular financial reports, tax
portion of any profits the company may earn. These
                                                           slips and statements.
payments are called dividends.

What advantages do mutual funds have?                      Are there any costs?
You could make many of the same investments that           There are a number of expenses involved in buying
portfolio managers of mutual funds make. So why buy        and owning a mutual fund. First, there are costs paid
mutual funds? There are several advantages.                directly by investors either when they buy or when they
                                                           redeem Securities of a fund. See What investors pay
                                                           below. Then there are expenses paid by the mutual


SIMPLIFIED PROSPECTUS 2010                                                                                         4
fund itself. For example, there are management fees,           When you add together the management fee and cer-
brokerage commissions, and other operating expenses.           tain other expenses, you get a mutual fund’s operating
Even though the fund and not the investor pays these           expenses. There are strict regulations to determine
costs, they will reduce an investor’s return. See the sec-     which expenses to include in the calculation. When you
tion Fees and expenses on page 85 for more details             divide these operating expenses by the fund’s net asset
about the costs of the Pools.                                  value you get the fund’s management expense ratio. If a
                                                               mutual fund has more than one series, each series will
What investors pay                                             have its own management expense ratio.
Financial advisors who sell mutual funds may earn com-
missions, also known as sales charges or loads, as
                                                               How do I know if mutual funds
compensation for the advice and service they provide.
There are two kinds of sales charges. You may pay a            are right for me?
percentage of the purchase price when you buy your             One of the real strengths of mutual funds is that they
mutual fund securities. At Fidelity, we call this an initial   offer many choices that can be matched to your goals.
sales charge. Or you can choose to wait until you              They range from the extremely conservative to the more
redeem your Securities and pay a percentage of their           risky. Your financial advisor should be able to help you
total value to Fidelity at the time you redeem. We call        make the important decisions about which mutual funds
this a deferred sales charge. The Pools offered in the         suit you best.
simplified prospectus are only available for purchase
under an initial sales charge option.                          What’s your risk tolerance?
                                                               Can you lose money? Yes.
What the fund pays
                                                               Even before you talk to a financial advisor, you can start
Fund managers make their money by charging a man-              planning your mutual fund portfolio by deciding how
agement fee. Usually, it’s a percentage of the net assets      much risk you’re willing to take. This is also known as
of the mutual fund. Managers collect it directly from the
                                                               your risk tolerance. Your risk tolerance will depend on
mutual fund itself, not from individual investors. The         many factors such as your age, investment time horizon
managers use the management fee to pay expenses like           and your goals. Part of figuring out your risk tolerance is
employee salaries, research costs, trailer fees and pro-       the sleep test. If you have trouble sleeping at night
motional expenses. See the section Fees and expenses           because you’re worried about how your mutual funds
on page 85 for more details.
                                                               are doing, you’re probably taking on too much risk.
There are also a number of other expenses involved in          Understanding the risks involved can help. We explain
running a fund. For example, a mutual fund needs to            more about the risks of investing in the section What are
value all of its investments every day and determine the       the risks of investing in a mutual fund? on the following
appropriate price to process the day’s orders to buy and       page and in each fund profile under the heading What
redeem securities of the fund. There are also transfer         are the risks of investing in the fund? Of course, some-
agency fees, brokerage commissions, legal fees, regula-        times it can be difficult figuring out how risky an
tory filing fees, auditing fees, custody fees, taxes and        investment is. Your financial advisor can help you assess
other operating expenses that must be taken into               the risks.
account in arriving at the value of the securities. Again,     Another factor is your goals. If you want to keep your
these costs are sometimes collected directly from the          money safe and earn a little interest at the same time, a
fund. Alternatively, some managers, including Fidelity,        less risky money market mutual fund may do the job
may pay for some of these expenses in exchange                 nicely. But if you’re trying to build some real savings for
for a fixed rate administration fee that they collect from      a big goal, such as retirement, a money market fund
the fund.


5                                                                                                       FIDELITY INVESTMENTS
   Section heading




                                                                                                                                        What is a mutual fund and what are the risks of investing in a mutual fund?
probably won’t earn enough to do it. You’ll need to           While risk isn’t a pleasant thing to face, it can work in
consider increasing your risk to better your chances of       your favour, especially over the long term. That’s
earning more money.                                           because of an important observation that has proven
                                                              to be true over the years. In general, the higher the
Time on your side                                             risk, the bigger the potential return; the lower the risk,
How much time do you have? That’s another key con-            the smaller the potential return. This is called the risk-
sideration. Say you’re saving for a retirement that’s still   return trade-off.
30 years off. In that case, you can afford to take some       Take Canada Savings Bonds as an example. There’s
risk. If you have 30 years, the ups and downs of the          very little risk because the Government of Canada
stock market, for example, aren’t as much of a con-           promises to pay back your money with interest. But
cern. Sure, some of your riskier investments could drop       there’s not much profit either. Contrast that with shares
in the short term, but over the longer term, past expe-       in a high technology company that’s just starting up.
rience suggests that a broadly diversified portfolio of        The risk can be very great. New high-tech firms can
stock investments tends to rise more often than it falls.     sometimes go out of business almost overnight. But
Of course, how well a fund has performed in the past          such investments also have the potential for huge prof-
doesn’t tell you how it will perform in the future.           its. If a new company’s technology catches on, profits
On the other hand, if you’ve only got a few years left        and stock prices can rise dramatically.
until you expect you’ll need your money, you should           Higher-risk investments, such as stocks and high yield
consider reducing your risk. In this case, there isn’t        securities, are likely to have changes in their prices from
enough time left for your investments to recover              day to day. And some may have bigger changes than
should they drop in value.                                    others. These swings in prices are called volatility.
                                                              Investments with higher risk and higher volatility may
A good variety works best                                     suffer substantial losses over the short run. But histori-
Finally, you should have a mix of mutual funds, some          cally, higher-risk investments have generally offered a
conservative, others less so. That’s part of diversifica-      greater potential return over the long term. This is one
tion. No single mutual fund is in itself a balanced           reason why it’s important to diversify your portfolio and
investment plan. The appropriate mix will depend on           make sure that the types of mutual funds you choose suit
your risk tolerance, your goals and how long you have         the length of time you expect to invest. Your financial
to reach those goals.                                         advisor can help you build a portfolio that’s right for you.


What are the risks of investing
in a mutual fund?
Everybody wants to earn money when they invest. But            No guarantees
you may lose money, too. This is known as risk.                Unlike bank accounts or guaranteed investment certificates
                                                               (GICs), mutual fund securities aren’t covered by the Canada
Mutual funds own different kinds of investments,               Deposit Insurance Corporation or any other government deposit
depending on their investment objectives. The value            insurer. It’s important to remember that like all mutual funds,
of these investments will change from day to day               there’s no guarantee that when you redeem your Securities of
because of changes in interest rates, economic condi-          the Pools, you’ll get back the full amount of money you originally
tions and market or company news, for example. That            invested.
means the value of a mutual fund’s Securities can go
                                                               On rare occasions, a mutual fund may not allow you to redeem
up and down and you may get more or less than you              your Securities. See Suspending your right to redeem securities
invested when you sell your Securities.                        on page 80 for more information.



SIMPLIFIED PROSPECTUS 2010                                                                                                          6
How mutual funds can reduce risk                              Understanding risk
                                                              Taking risk shouldn’t scare you as long as you remember that in
While there’s no doubt that mutual funds come with
                                                              most cases the greater the risk, the greater the potential payback.
risks, they can be less risky as a whole than comparable
                                                              Canada Savings Bonds are nearly risk free, but generally pay little
individual investments. Mutual funds are managed by
                                                              more than the rate of inflation. Shares in a small company have
professional portfolio managers. They spend hours             the potential to earn healthy returns, but are likely to be volatile.
studying reports about the companies they’re investing        The key is to recognize the risk involved and then decide if it’s a
in, analyzing statistics and examining the mix of invest-     risk you want to take.
ments in the fund. It’s work that the average investor
doesn’t have time for or the necessary expertise and it
                                                            Asset-backed and mortgage-backed securities risk
can increase the chance that the mutual fund will achieve
its goal.                                                   Asset-backed securities are debt obligations that are
                                                            backed by pools of consumer or business loans.
Equally important is the fact that mutual funds offer       Mortgage-backed securities are debt obligations
diversification. Even mutual funds that specialize in one    backed by pools of mortgages on commercial or resi-
type of industry or one country usually make a variety of   dential real estate. If there are changes in the market’s
investments within their particular sector.                 perception of the issuers of these types of securities, in
                                                            the creditworthiness of the underlying borrowers or in
How you can reduce risk                                     the assets backing the pools then the value of the secu-
Mutual funds aren’t meant to be a way of making a           rities may be affected. In addition the underlying loans
quick profit. They’re long term investments. If you buy a    may not be ultimately repaid in full, in some cases lead-
mutual fund, you should generally buy it with a view to     ing to holders of asset-backed and mortgage-backed
holding it over a number of years. Funds may rise and       securities not receiving full repayment.
fall in value, but the longer you hold them, the better
the chance that you’ll make a profit. Don’t try to second-   Class and series risk
guess the market and figure out the “best time” to get       The Pools are available in up to eleven series: Series B,
in or out. A carefully chosen group of mutual funds         Series S5, Series S8, Series I, Series I5, Series I8, Series F,
bought over a long period of time gives you the best        Series F5, Series F8, Series O and Series D. Series D
chance of meeting your financial goals.                      Securities are only available on Fidelity Premium Money
                                                            Market Private Pool and Series O Securities are only
Specific risks of investing in mutual funds                  available on the Equity Investment Trusts which are not
Mutual funds are made up of many securities and the         available for public purchase. See Fund Details on page
prices of those securities can go up or down. Here are      14 for details of the features of each series and who can
some of the most common risks that can cause the value      purchase them.
of securities of a mutual fund to change. To find out        The Equity Pools, the Balanced Pools and Fidelity
which risks apply to each Pool, see the individual Pool     Premium Fixed Income Capital Yield Private Pool are
profiles starting on page 20. A Pool that invests in an      offered as classes of shares of the Corporation. In addi-
underlying Pool has many of the same risks as the under-    tion to the Equity Pools and the Balanced Pools, the
lying Pool in which it invests.                             Corporation also offers (as of the date of this document)
You must feel comfortable with the risk that you take.      42 other mutual funds, in multiple series, as classes of
Before you invest, discuss it with your financial advisor.   shares of the Corporation. These other funds are offered
                                                            under separate simplified prospectuses. Each of these
                                                            funds (including the Pools) sells securities, the proceeds
                                                            of which are used to invest in a portfolio of securities
                                                            based on their respective investment objectives.


7                                                                                                             FIDELITY INVESTMENTS
                                                                                                                            What is a mutual fund and what are the risks of investing in a mutual fund?
However, because each Equity Pool, Balanced Pool             Concentration risk
and Fidelity Premium Fixed Income Capital Yield              Some mutual funds may hold more than 10% of their
Private Pool is part of a single corporation, the            net assets in securities of a single issuer. Such funds have
Corporation as a whole is liable for each such Pool’s        less diversification which may have an adverse impact
expenses as well as the expenses of the other funds          on a fund’s returns. Increased concentration can also
offered as classes of shares of the Corporation. If the      lead to increased volatility in a fund’s Security price
Corporation can’t pay the expenses of one class or           and it may increase the illiquidity of a fund’s portfolio.
series of shares using its proportionate share of the
Corporation’s assets for any reason, the Corporation         Credit risk
will be required to pay those expenses out of the other      A mutual fund can lose money if the issuer of a bond or
classes or series’ proportionate share of the                other fixed income security can’t pay interest or repay
Corporation’s assets. That could lower the investment        principal when it’s due. Many fixed-income securities of
returns of the other funds or series of the funds offered    companies and governments are rated by third party
by the Corporation.                                          sources such as Standard & Poor’s to help describe the
The Fixed Income Pools and the Equity Investment             creditworthiness of the issuer. The risk of an issuer
Trusts are mutual funds structured as standalone trusts.     being unable to make interest or principal payments
If the Fidelity Premium Fixed Income Private Pool or         on its fixed-income security is highest if the fixed-
the Fidelity Premium Money Market Private Pool can’t         income security has a low credit rating or no rating at
pay the expenses of one series using the proportion-         all. Fixed-income securities with a low credit rating
ate share of the Pool’s assets, the Pool will be required    usually offer a higher yield than securities with a high
to pay those expenses out of the other series propor-        credit rating, but they also have the potential for sub-
tionate share of the Pool’s assets, which could lower        stantial loss. These are known as high yield securities.
the investment return of the other series. The Equity        Adverse news regarding an issuer or a downgrade in
Investment Trusts are only offered in one series: Series     the rating of an issuer’s fixed-income security can
O. No expenses are charged to the Equity Investment          reduce the fixed-income security’s market value.
Trusts for the Series O Securities they issue.               Furthermore, third party credit ratings are often relied
Each of the Pools may, without notice to securityholders     upon by investors, including the portfolio managers of
and without securityholder approval, issue additional        the Pools, to determine an issuer’s creditworthiness.
series. The Corporation may also create new funds by         There is no guarantee however, that credit ratings by
issuing new classes of shares in multiple series without     third party sources accurately reflect the risk of owning
notice to shareholders, or shareholder approval.             an issuer’s fixed-income securities. If a rating agency
                                                             has given a higher rating to an issuer’s securities than
Series S5, Series S8, Series I5, Series I8, Series F5 and    those securities inherently deserve, the value of the
Series F8 are designed to provide a monthly cash flow to      securities may decrease substantially as the market
investors. Where this cash flow exceeds a pool’s income       becomes aware of the issuer’s true risk.
and realized capital gains, it will include a return of
capital. A return of capital means a portion of the cash     A credit spread is the difference between interest rates
flow given back to the investor is the money that was         payable on an issuer’s fixed-income security and a gov-
invested in the Pool originally, as opposed to the returns   ernment-issued fixed income security that are identical
generated by the investment. Returns of capital reduce       except for the credit rating. If the market determines
the net asset value of the particular series of the Pool.    that a higher return is necessary to compensate for the
As well, returns of capital reduce the total assets of the   higher risk of a lower rated fixed-income security, the
Pool available for investment, which may reduce the          credit spread will increase. If a credit spread increases
ability of the Pool to generate future income.               after the purchase of a fixed-income security, the value
                                                             of that security will decrease.


SIMPLIFIED PROSPECTUS 2010                                                                                              8
Currency risk                                                  ■   Forward contracts. In a forward contract, an investor
A mutual fund that buys and sells securities in currencies         agrees to buy or sell an asset such as a security or
other than the Canadian dollar can lose money when                 currency at an agreed price on a specific date in the
the Canadian dollar rises compared with the foreign cur-           future.
rency. Here’s how. The mutual fund will convert its            ■   Futures contracts. Futures contracts generally func-
Canadian dollars to the foreign currency to buy a securi-          tion in a similar manner as forward contracts, but are
ty. When the fund sells the security, it will convert the          traded on an exchange.
foreign currency back into Canadian dollars. If the            ■   Swaps. With a swap agreement, two parties agree to
Canadian dollar has risen in the meantime and the mar-             exchange, or “swap”, payments. The payments the
ket value of the investment has stayed the same, the               two parties make are based on an agreed underlying
investment will be worth less in Canadian dollars when             amount, like a bond. Each party's payments are cal-
it’s sold.                                                         culated differently. For example, one party's
Movements in exchange rates can affect the day-to-day              payments may be based on a floating interest rate,
value of a fund or a Pool, especially if it holds a lot of         while the other party's payments may be based on a
foreign investments. Of course, these kinds of invest-             fixed interest rate.
ments have the potential to make money on changes in           ■   Debt-like securities. With a debt-like security, the
exchange rates as well.                                            amount of principal or interest (or both) an investor
                                                                   receives goes up or down depending on whether
Some of the Pools will use derivatives such as options,
                                                                   there is an increase or decrease in the value of an
futures, forward contracts, swaps and customized types
                                                                   agreed underlying security, like a share.
of derivatives to reduce the effect of changes in
exchange rates. Please see the Investment strategies
section of each Pool described in this document.               There are a number of risks involved in the use of deriv-
                                                               atives. Here are some of the most common ones:
Derivative risk
                                                               ■   there’s no guarantee that a mutual fund will be able
A derivative is an investment that bases its value on how
                                                                   to buy or sell a derivative at the right time to make a
well another kind of investment, like a stock, bond, cur-
                                                                   profit or limit a loss.
rency or market index, is doing. Derivatives usually take
                                                               ■   there’s no guarantee that the other party in the con-
the form of a contract with another party to buy or sell
an asset at a later time. They may put you in a position           tract (known as a “counterparty”) will live up to its
to make or lose money based on changes in interest                 obligations, which could result in a financial loss for
rates, securities prices, or currency exchange rates. Here         the mutual fund.
are some examples of derivatives:                              ■   if the value of a derivative is tied to the value of an
■   Options. Options give the holder the right to buy an           underlying interest, there’s no guarantee that the
    asset from, or sell an asset to another party for a set        value of the derivative will at all times accurately
    price, during a set period of time. Fluctuations in the        reflect the value of the underlying interest.
    value of the asset during the life of the option will      ■   if the other party a mutual fund is dealing with goes
    impact the value of the option. It’s called an option          bankrupt, the mutual fund could lose any deposits
    because the holder has the option of exercising their          that were made as part of the contract.
    right to buy or sell the asset, and the other party is     ■   if the derivatives are being traded on foreign mar-
    obliged to satisfy this right. The other party generally       kets, it may be more difficult and take longer to
    receives a cash payment (a premium) for agreeing to            complete a deal. Foreign derivatives can also be
    provide the option.                                            more risky than derivatives traded on North American
                                                                   markets.


9                                                                                                         FIDELITY INVESTMENTS
                                                                                                                              What is a mutual fund and what are the risks of investing in a mutual fund?
■   securities exchanges could set daily trading limits        securities is likely to rise. If investor confidence falls,
    on options and futures contracts. This could prevent       equity prices are likely to fall, too. The prices of equity
    a mutual fund from completing an options or futures        securities can vary widely and mutual funds that invest
    deal, making it very difficult to hedge properly,          in equity securities are generally more volatile than
    make a profit or limit a loss.                             mutual funds that invest in fixed income securities.
■   if a mutual fund is required to give a security inter-
                                                               Foreign investment risk
    est in order to enter into a derivative, there is a risk
    that the other party may try to enforce the security       There are some significant reasons to consider invest-
    interest against the mutual fund’s assets.                 ing abroad. The economies of foreign countries may
                                                               be growing much faster than Canada’s economy. This
Mutual funds can use derivatives to help offset losses         can mean that investments in those countries may
that other investments might suffer because of                 grow more quickly too. Foreign investments give you
changes in stock prices, commodity prices, interest            diversification because all your money isn’t staying in
rates or exchange rates. This is called hedging. While         Canada alone. Besides currency risk, foreign invest-
using derivatives for hedging has its benefits, it’s not       ments also have some other risks.
without its own risks. Here are some of them:
                                                               Not all countries are as well regulated as Canada and the
■   there’s no guarantee that a hedging strategy will
                                                               United States or have the same consistent and reliable
    always work.
                                                               accounting, auditing and financial reporting standards.
■   a derivative won’t always offset a drop in the value       Your investments could suffer as a result. They also could
    of a security, even if it has usually worked out that      suffer because a small number of companies could
    way in the past.                                           make up a large part of the market. If one of these
■   hedging doesn’t prevent changes in the prices of           companies does poorly the whole market could drop.
    the securities in a mutual fund’s portfolio, or prevent
                                                               Sometimes foreign governments impose taxes, take
    losses if the prices of the securities go down.
                                                               over private businesses, or change the rights of foreign
■   hedging can also prevent a fund from making a gain         investors. They might impose currency controls that
    if the value of the currency, stock, or bond goes up.      greatly restrict your ability to get your money out of
■   currency hedging does not result in the impact of          the country, or they may devalue their currency. Riots,
    currency fluctuations being eliminated altogether.         civil unrest or wars, or unstable governments in some
■   a mutual fund might not be able to find a suitable         countries could hurt your investments. Some countries
    counterparty to enable the mutual fund to hedge            may have lower standards of business practices and lax
    against an expected change in a market if most             regulation, and may be more vulnerable to corruption.
    other people are expecting the same change.                Even in some relatively well-regulated countries it can
                                                               be difficult to get the information investors need about
■   hedging may be costly.
                                                               business operations. And it’s sometimes hard to
Equity risk                                                    enforce the mutual fund’s legal rights in another coun-
                                                               try. Foreign countries may also experience relatively
Companies issue common shares and other kinds of
                                                               high inflation and high interest rates.
equity securities to help pay for their operations and
finance future growth. Equity securities can drop in            Fixed-income securities bought on foreign markets—
price for many reasons. They’re affected by general            even some government bonds—are often quite risky.
economic and market conditions, interest rates, politi-        There’s a danger that the issuer won’t pay off the debt
cal developments and changes within the companies              or that the price of the securities will drop rapidly.
that issue the securities. If investors have confidence in
a company and believe it will grow, the price of its equity



SIMPLIFIED PROSPECTUS 2010                                                                                               10
Of course, the amount of risk varies a lot from country to      Interest rate risk
country. Securities in developed markets generally have         Interest rates affect a lot more than the cost of your
lower foreign investment risk because they’re generally         mortgage — they have an impact on a whole range of
well regulated and are relatively stable. Securities of         investments. When interest rates rise, fixed-income
governments and companies in the emerging or devel-             securities like treasury bills and bonds tend to fall in
oping markets of South or Southeast Asia and Latin              price. On the other hand, they tend to rise in price when
America, for example, can have significant foreign               interest rates are falling. Longer-term bonds and strip
investment risk.                                                bonds are generally more sensitive to changes in inter-
                                                                est rates than other kinds of securities.
Income trust risk
Income trusts commonly hold debt or equity securities           The issuers of many kinds of fixed-income securities can
in, or are entitled to receive royalties from, an underly-      repay the principal before the security matures. This is
ing active business. Income trusts generally fall into four     called making a prepayment and it can happen when
sectors: business trusts, utility trusts, resource trusts and   interest rates are falling. It’s a risk because if a fixed-
real estate investment trusts. Income trusts face the           income security is paid off sooner than expected, the
same risks set out in the equity risk section above.            fund may have to reinvest this money in securities that
                                                                have lower rates. Also, if paid off unexpectedly, or faster
Investments in income trusts will have varying degrees          than predicted, the fixed-income security can offer less
of risk depending on the sector and the underlying              income and/or potential for capital gains.
assets. They will also be subject to general risks associ-
ated with business cycles, commodity prices, interest           Large transaction risk
rates and other economic factors.                               Other investment products, such as segregated funds
Returns on income trusts are neither fixed nor guaran-           offered by insurance companies, as well as some of the
teed. Typically income trusts and other securities that         Pools offered under this simplified prospectus, may
are expected to distribute income are generally more            invest in some of the Pools or in other Fidelity Funds.
volatile than fixed-income securities. The value of              There is a risk that these investments may become large
income trust units may decline significantly if they are         and that large purchases and redemptions of securities
unable to meet their distribution targets. To the extent        of a Pool or Fidelity Fund could occur. Other investors
that claims against an income trust are not satisfied by         may also purchase large amounts of the Pools. Large
the trust, investors in the income trust (which would           purchases and redemptions may result in: (a) a Pool
include a fund that invests in the income trust), could be      maintaining an abnormally high cash balance; (b) large
held responsible for such obligations. Some, but not all,       sales of portfolio securities impacting market value; (c)
jurisdictions in Canada have enacted legislation to pro-        increased transaction costs (e.g., commissions); and/or
tect investors from some of this liability. Changes have        (d) capital gains being realized which may increase tax-
been enacted which affect the way certain income trusts         able distributions to investors. If this should occur, the
and limited partnerships are taxed in Canada. Generally,        returns of investors (including other mutual funds) that
the new rules, which come into effect on January 1,             invest in those Pools may be adversely affected.
2011, include a tax on certain publicly-traded income
trusts (not including certain real estate investment trusts)
and limited partnerships with respect to certain earnings
of such entities. The changes will reduce the tax effec-
tiveness of affected income trusts and partnerships. This
could adversely affect the Pools that invest directly or
indirectly in these entities.



11                                                                                                      FIDELITY INVESTMENTS
                                                                                                                             What is a mutual fund and what are the risks of investing in a mutual fund?
Liquidity risk                                               The danger with these types of transactions is that the
Investors often describe the speed and ease with             other party may default under the agreement or go
which an asset can be sold and changed into cash as          bankrupt. In a reverse repurchase transaction the fund
its liquidity. Most of the securities owned by a mutual      is left holding the security and may not be able to sell
fund can usually be sold promptly at a fair price and so     the security at the same price it paid for it, plus interest,
can be described as relatively liquid. But a fund may        if the market value for the security has dropped in the
also invest in securities that are illiquid, which means     meantime. In the case of a repurchase transaction or
they can’t be sold quickly or easily.                        securities lending transaction, the fund could incur a loss
                                                             if the value of the security loaned or sold has increased
Some securities are illiquid because of legal restric-       more than the value of the cash and collateral held.
tions, the nature of the investment itself, settlement
terms, or for other reasons. Sometimes, there may sim-       Fidelity reduces these risks by requiring the other party
ply be a shortage of buyers. In addition, in highly          to put up collateral. The value of the collateral has to
volatile markets, such as in periods of sudden interest      be at least 102% of the market value of the security
rate changes or severe market disruptions, securities        sold (for a repurchase transaction), cash loaned (for a
that were previously liquid may suddenly and unex-           reverse repurchase transaction) or security loaned (for
pectedly become illiquid. A Pool that has trouble            a securities lending transaction). The value of the col-
selling a security can lose money or incur extra costs.      lateral is checked and reset daily. The Fidelity Funds
                                                             only deal with parties who appear to have the
Portfolio management risk                                    resources and the financial strength to live up to the
All actively managed mutual funds are dependent on           terms of the agreements. Repurchase transactions and
their portfolio advisor or sub-advisor to select individ-    securities lending transactions are limited to 50% of a
ual securities or other investments and, therefore, are      Pool’s assets. Collateral held by a Pool for loaned secu-
subject to the risk that poor security selection or mar-     rities and cash held for sold securities are not included
ket allocation will cause a fund to underperform             in a Pool’s assets when making this calculation.
relative to its benchmark or other funds with similar
                                                             Small company risk
investment objectives.
                                                             Small companies can be riskier investments than larger
Repurchase and reverse repurchase transactions and           companies. For one thing, they’re often newer and
securities lending risk                                      may not have a track record, extensive financial
Sometimes the Pools will enter into what are called          resources or a well-established market for their securi-
repurchase transactions, securities lending transactions     ties. They generally don’t have as many shares trading
and reverse repurchase transactions. A repurchase            in the market, so it could be difficult for a mutual fund
transaction is where a mutual fund sells a security to a     to buy or sell small company stock when it needs to.
party for cash and agrees to buy the same security           All of this means their prices and liquidity can change
back from the same party for cash. Securities lending is     significantly in a short period of time.
similar to a repurchase transaction, except that instead
                                                             Specialization risk
of selling the security and agreeing to buy it back later,
the mutual fund loans the security and can demand            Some mutual funds specialize in investing in a particu-
the return of the security at any time. In a reverse         lar industry or part of the world. Specialization lets the
repurchase transaction a mutual fund buys a security at      portfolio adviser focus on specific areas of the econo-
one price from a party and agrees to sell the same           my, which can boost profits if both the sector and the
security back to the same party at a higher price later      companies selected prosper. But if the industry or geo-
on. It is a way for the mutual fund to earn interest on      graphic area has a slump, the mutual fund will suffer
cash balances.                                               because there are relatively few other investments to



SIMPLIFIED PROSPECTUS 2010                                                                                             12
offset the slump. The mutual fund must follow its invest-
ment objective and continue to invest primarily in
securities in the industry or geographic area, whether or
not it is growing. Additionally, where a mutual fund uses
a specific investment approach such as value or growth,
if that particular investment approach used by the mutu-
al fund is out of favour, the mutual fund will likely suffer
if obliged to confine its investments to the specific
investment approach.

Tax risk
In determining its income for tax purposes in connec-
tion with Fidelity Premium Fixed Income Capital Yield
Private Pool, the Corporation will treat gains or losses
on the disposition of the securities under the forward
contracts as capital gains and losses. The Canada
Revenue Agency’s practise is not to grant advance tax
rulings on the characterization of items as capital gains
or income and no advance tax ruling has been request-
ed or obtained. If, through the application of the
general anti-avoidance rule or as a result of a change of
law, or for another reason, upon physical settlement of
the forward contracts the gain were other than a capital
gain, after tax returns to investor could be reduced and
the Corporation could be subject to non-refundable
income tax from such transactions at full corporate rates.




13                                                             FIDELITY INVESTMENTS
Specific information about each of the mutual funds
described in this document




                                                                                                                                                                                                                                                                                                                                         What is a mutual fund and what are the risks of investing in a mutual fund? / Specific information about each of the mutual funds described in this document
Your guide to the Fidelity Private                           Series S8 Securities
Investment Pools                                             Series S8 Securities are available to all investors in the
                                                             Pools. Series S8 Securities have the same fees as
In the pages that follow, you’ll find a brief description
                                                             Series B Securities and are designed to provide tax-
of the Pools along with profiles of each Pool. Here’s
                                                             efficient cash flow to investors by making monthly
what the profiles look like and what they will tell you:
                                                             distributions as described below. The minimum initial
1 Fund name
                                                             investment for Series S8 Securities of a Pool is
                                                             $150,000.
2 Fund details
                                                             Series I Securities
This is a quick overview of the Pool — what kind of
fund it is, when it was started, the types of securities     Series I Securities are available to all investors in the
offered and its eligibility for registered plans. The        Pools who execute a “Series I Agreement” with us.
Pools, other than the Equity Investment Trusts, are eli-     Under a Series I Agreement, you and your financial
gible for registered plans like Registered Retirement        advisor and dealer agree on the amount of trailer fee
Savings Plans (RRSPs).                                       to be paid by Fidelity to your dealer and financial advi-
                                                             sor, which can range from zero to a maximum of 125
About Series B, Series S5, Series S8, Series I, Series       basis points for the Equity Pools and the Balanced
I5, Series I8, Series F, Series F5, Series F8, Series O      Pools, 75 basis points for the Fidelity Premium Fixed
and Series D Securities                                      Income Private Pool, and 50 basis points for the
We currently offer up to eleven series of Securities for
                                                                 EQUITY POOLS
the Fidelity Private Investment Pools, as set out in each
Pool’s profile. We may offer additional series in the
                                                              1 Fidelity Canadian Equity Private Pool
future. Each Series of each Pool available for public            Class of Fidelity Capital Structure Corp.


purchase generally requires an initial minimum invest-
                                                             2




                                                                                                                                                                                                                 Specific information about each of the mutual funds described in this document / Fidelity Canadian Equity Private Pool
                                                                 Fund details                                                                The Pool’s specific investments may or may not be
ment of $150,000.                                                                                                                            included in the S&P/TSX Capped Composite Index. If
                                                                 Fund type            Canadian equity                                        the investment is not included in the index, the portfo-
                                                                 Date started         Series B, Series S5, Series S8, Series I, Series I5    lio manager can decide which sector it belongs to. The
                                                                                      and Series I8, - October 31, 2008, Series F,           portfolio manager regularly reviews the target alloca-
                                                                                      Series F5 and Series F8 – September 21, 2009
Series B Securities                                              Type of securities   Series B, Series S5, Series S8, Series I, Series I5,
                                                                                                                                             tions and rebalances the allocations, when he believes
                                                                                                                                             it is appropriate.
                                                                                      Series I8, Series F, Series F5, Series F8 shares of
                                                                                      a class of a mutual fund corporation                   The Pool may invest in small, medium and large com-
Series B Securities are available to all investors in the        Eligibility for
                                                                 registered plans
                                                                                      The shares are qualified investments for
                                                                                      registered plans.
                                                                                                                                             panies. It may invest in all types of equity securities,
                                                                                                                                             including, without limitation, common shares, preferred

Pools. The minimum initial investment for Series B                                                                                           shares and other forms of capital stock (such as income
                                                                                                                                             trust units), securities that are convertible into equity
                                                             3   What does the fund invest in?                                               securities, and depository receipts for these securities.
Securities of a Pool is $150,000.                                Investment objective
                                                                                                                                             It may hold cash and fixed income securities. The Pool
                                                                                                                                             is not expected to invest in foreign equities.
                                                                 This Pool’s objective is to seek long term capital appre-
                                                                 ciation. It seeks a similar return to its underlying Pool,                  The Pool may enter into repurchase and reverse repur-
                                                                 Fidelity Canadian Equity Investment Trust by investing                      chase transactions and securities lending transactions.

Series S5 Securities                                             substantially all of the assets in units of that Pool.                      The Pool may use derivatives like options, futures, for-
                                                                                                                                             ward contracts and swaps to hedge—or
                                                                 We can’t change the investment objective of the Pool
                                                                 unless we get approval from a majority of shareholders                      protect—against losses caused by changes in securities
Series S5 Securities are available to all investors in the       of the Pool who vote at a special meeting we call.                          prices or exchange rates. It may also use these deriva-
                                                                                                                                             tives as a substitute for a stock, stock market, or other

Pools. Series S5 Securities have the same fees as                Investment strategies                                                       security, which is known as a “non-hedging” purpose.
                                                                                                                                             The Pool will only use derivatives in accordance with
                                                                 The underlying Pool, which is also managed by
                                                                                                                                             the limits, restrictions and practices set by Canadian
Series B Securities and are designed to provide tax-             Fidelity, seeks long term capital appreciation by invest-
                                                                 ing primarily in Canadian equities. The strategies
                                                                                                                                             securities regulations or as permitted under the terms
                                                                                                                                             of exemptive relief obtained from the securities regula-
                                                                 below relate to the underlying Pool.
efficient cash flow to investors by making monthly                 The Pool aims to invest in sectors in approximately the
                                                                                                                                             tors. See Regulatory exemptions in connection with
                                                                                                                                             the use of derivatives on page 16 for details of the reg-
                                                                                                                                             ulatory exemptions granted to the Pool.
distributions as described below. The minimum initial            same proportion as those sectors are represented in
                                                                 the S&P/TSX Capped Composite Index. The Pool
                                                                 employs a bottom-up fundamental strategy. Members
investment for Series S5 Securities is $150,000.                 of a team of analysts are assigned to an industry group
                                                                 within the S&P/TSX Capped Composite Index. They
                                                                                                                                              What is the S&P/TSX Capped Composite Index?
                                                                                                                                              The S&P/TSX Capped Composite Index is made up of the
                                                                 recommend investments for the Pool from among the                            largest and most actively traded companies on the Toronto
                                                                 companies in their industry based on a review of each                        Stock Exchange. These companies are divided into 10 sectors.
                                                                 company’s management, financial conditions and                                The sectors are based on the Global Industry Classification
                                                                 potential for earnings growth over the long term,                            Standard. Examples include energy, industrials, and financials.
                                                                 although the lead portfolio manager is ultimately                            The size of a sector within the index equals the aggregate mar-
                                                                 responsible for the investment activities of the Pool.                       ket capitalization of all the shares of all the companies in a
                                                                                                                                              sector represented in the index. The size of a sector compared
                                                                                                                                              to the S&P/TSX Capped Composite Index is its weighting, which
                                                                                                                                              is simply a percentage. If a company makes up more than 10%
                                                                                                                                              of the value of the index, it is “capped” at 10%.



                                                                 SIMPLIFIED PROSPECTUS 2010                                                                                                                 20




SIMPLIFIED PROSPECTUS 2010                                                                                                                                                                                                        14
                                                                                                                             Specific information about each of the mutual funds described in this document
Fidelity Premium Money Market Private Pool. We may             Series F5 Securities
make changes to the maximum trailer fees in our sole           Series F5 Securities are designed to provide tax-efficient
discretion and without advance notice. Please see page         cash flow to investors by making monthly distributions
89 for further information. The minimum initial invest-        as described below. The above provisions in connection
ment for Series I Securities of the Pools is $150,000.         with Series F Securities apply equally to Series F5
                                                               Securities except that if you are no longer eligible to
Series I5 Securities                                           hold Series F5 Securities they will be changed to Series
Series I5 Securities are available to all investors in the     S5 Securities. The minimum initial investment for Series
Pools who execute a “Series I Agreement” with us (as           F5 Securities of a Pool is $150,000.
described above). Series I5 Securities have the same fee
structure as Series I and are designed to provide tax-         Series F8 Securities
efficient cash flow to investors by making monthly               Series F8 Securities are designed to provide tax-efficient
distributions as described below. The minimum initial          cash flow to investors by making monthly distributions
investment for Series I5 Securities of the Pools is            as described below. The above provisions in connection
$150,000.                                                      with Series F Securities apply equally to Series F8
                                                               Securities except that if you are no longer eligible to
Series I8 Securities                                           hold Series F8 Securities they will be changed to Series
Series I8 Securities are available to all investors in the     S8 Securities. The minimum initial investment for Series
Pools who execute a “Series I Agreement” with us (as           F8 Securities of a Pool is $150,000.
described above). Series I8 Securities have the same fee
structure as Series I and are designed to provide tax-         Series O Securities
efficient cash flow to investors by making monthly               Series O Securities are only available in the Equity
distributions as described below. The minimum initial          Investment Trusts, which are only available for purchase
investment for Series I8 Securities of the Pools is            by the Pools and are not available for public purchase.
$150,000.
                                                               Series D Securities
Series F Securities
                                                               Only Fidelity Premium Money Market Private Pool is avail-
Series F Securities are usually only available to investors    able in Series D Securities. Series D Securities are only
who have fee-based accounts with dealers who have              available to investors who enrol in the Fidelity Custom
signed an agreement with us. Series F Securities have          Portfolio Service. The minimum initial investment for
lower fees than Series B, Series S5, Series S8, Series I,      Series D Securities of the Pool (pursuant to enrolment in
Series I5, Series I8 and Series D Securities. Instead of       the Fidelity Custom Portfolio Service) is $500,000.
paying sales charges, investors pay their dealer a fee for
investment advice and other services they provide. We          Fidelity will pay most of a Pool’s operating expenses in
don’t pay any commissions or trailer fees to dealers who       exchange for a fixed rate administration fee that is paid
sell Series F Securities which means we can charge a           by each series of a Pool. Each series pays its proportion-
lower management fee. Your dealer is responsible for           ate share of common Pool expenses in addition to
deciding whether you are eligible to buy and continue          expenses that it alone incurs. The differences in expens-
to hold Series F Securities. If you’re no longer eligible to   es and fees between series mean that each series of a
hold Series F Securities, your dealer is responsible for       Pool has a different net asset value per Security.
telling us to change your Securities into Series B             Series S5, Series S8, Series I5, Series I8, Series F5 and
Securities of the same Pool or to redeem them. The             Series F8 Securities will make monthly distributions com-
minimum initial investment for Series F Securities of a        prised of a return of capital on the last business day of
Pool is $150,000.                                              each month.


15                                                                                                    FIDELITY INVESTMENTS
                                                                                                                          Specific information about each of the mutual funds described in this document
The aggregate monthly distributions that are made on        lending transactions which are described under
Series S8, Series I8 and Series F8 Securities each year     “Repurchase and reverse repurchase transactions and
are expected to be between approximately 6% and             securities lending risk” on page 12.
10% of the average net asset value of the Equity Pools
                                                            Except where exemptive relief has been obtained from
over that year, and between approximately 7.5% and 9%
                                                            the securities regulators, all of the Pools follow the
of the average net asset value of the Balanced Pools
                                                            standard investment restrictions and practices set by
over that year.
                                                            Canadian securities regulations. The Pools have
For Series S5, Series I5 and Series F5 Securities, the      received an exemption from the requirement to deliver
aggregate monthly distributions that are made each          an annual renewal simplified prospectus and any
year are expected to be between approximately 4%            amendments to that simplified prospectus to investors
and 6% of the average net asset value of the Equity         who participate in a pre-authorized chequing plan as
Pools over that year, and between approximately 4.5%        described in the Optional services section on page 81
and 5.5% of the average net asset value of the              unless those investors have requested the documents.
Balanced Pools over that year.                              We discuss the exemptions that have been received in
                                                            connection with the use of derivatives below and in the
For more details, see Distribution policy in each Pool’s
                                                            Pools’ annual information form.
profile.
                                                            All of the Pools except the Fidelity Premium Money
3 What does the fund invest in?                             Market Private Pool can use derivatives. You’ll find out
This section tells you the investment objectives and        how a Pool uses derivatives in the Investment strategies
strategies of the Pool. It includes:                        section of its fund profile. See the Derivative risk sec-
                                                            tion on page 9 for more information about derivatives.
Investment objective
                                                            Except where exemptive relief has been obtained from
Just like you, the Pools have goals for the money they      the securities regulators (as described in the next para-
invest. This section tells you what those goals are.        graph), in their use of derivatives all of the Pools follow
Some seek to earn income, while others seek to              the standard limits, restrictions and practices set by
increase the value of their investments as much as          Canadian securities regulations.
possible. Still others seek to do both. You’ll find
details about the kinds of securities the Pools invest in   Regulatory exemptions in connection with the use
as well as any special focus such as a particular coun-     of derivatives
try or industry.                                            When a Pool uses a derivative for hedging purposes, it
We can’t change a Pool’s investment objective unless        must hold another derivative or asset that will offset
we get approval from a majority of securityholders who      any losses from the contract. When a Pool uses a
vote at a special meeting we call.                          derivative for non-hedging purposes, in certain circum-
                                                            stances it must hold cash that’s equal to the Pool’s
Investment strategies                                       market exposure from the derivative. The Fixed-
This section tells you how the portfolio manager tries      Income Pools (except the Fidelity Premium Money
to achieve the Pool’s investment objective. You’ll find      Market Private Pool), the Equity Investment Trusts and
the portfolio manager’s general approach to investing       the reference fund of Fidelity Premium Fixed Income
and how the portfolio manager chooses investments           Capital Yield Private Pool, have been granted exemp-
for the Pool.                                               tions from the securities regulators which relate to the
                                                            use by such Pools of specified derivatives for hedging
All of the Pools can hold cash and invest in fixed-          and non-hedging purposes, and with respect to the
income securities. They can also engage in repurchase       cash cover requirements when such Pools engage in
and reverse repurchase transactions and securities


SIMPLIFIED PROSPECTUS 2010                                                                                           16
                                                                                                                                                                                                                                                          Specific information about each of the mutual funds described in this document
derivatives transactions. In terms of such exemptions the      4 What are the risks of investing in the fund?
Fixed-Income Pools (except the Fidelity Premium Money
                                                               This section tells you about the specific risks of investing
Market Private Pool), the Equity Investment Trusts and
                                                               in the Pool. You’ll find a discussion of the main risks of
Fidelity Premium Fixed Income Capital Yield Private
                                                               each Pool and a risk checklist that tells you all of the
Pool may, subject to certain conditions:
                                                               risks of the Pool. A complete description of each risk is
■    enter into interest rate swaps and credit default         in the section, Specific risks of investing in mutual funds
     swaps or, if the transaction is for hedging purposes,     on page 7. For information about the general risks of
     currency swaps or forwards, in all cases with a remain-   investing in mutual funds, see What are the risks of
     ing term to maturity of greater than three years;         investing in a mutual fund? on page 6.
■    to the extent cash cover is required, to cover speci-
     fied derivative positions with:                            5 Who should invest in this fund?
     ■   any bonds, debentures, notes or other evidences       When you’re deciding on a Pool, it’s important to find
         of indebtedness that are liquid, provided they        one that has the same goals as you do. This section tells
         have a remaining term to maturity of 365 days or      you the kind of investor the Pool may be suitable for
         less and have an “approved credit rating” as that     and how the Pool could fit in your portfolio. It’s meant
         term is defined in National Instrument 81-102 –        as a guide only. Your financial advisor can help you
         Mutual Funds (“NI 81-102”);                           make the decisions about which Pools best match your
     ■   securities of a money market mutual fund man-         goals.
         aged by Fidelity; or
     ■   certain floating rate evidences of indebtedness,            EQUITY POOLS




         also known as floating rate notes, which are a
         “conventional floating rate debt instrument” as             Fidelity Canadian Equity Private Pool, continued

         that term is defined in NI 81-102, with principal
         amounts that have a market value of approximate-




                                                                                                                                                                                                                  Fidelity Canadian Equity Private Pool
                                                                    Derivatives, repurchase transactions, reverse repurchase          Risk checklist
                                                                    transactions and securities lending transactions                                                   Main risk   Additional risk   Not a risk
                                                                    (described on pages 9 and 12) will be used in conjunc-
         ly par at the time of each change in the rate to be        tion with the Pool’s other investment strategies to seek
                                                                                                                                      Asset-backed securities and
                                                                                                                                      mortgage-backed securities                        •
                                                                    enhanced returns.
                                                                                                                                      Class/Series
                                                                                                                                                                                        •
         paid, provided certain conditions as to the issuing        The Pool may depart from its investment objective by              Concentration                                     •
                                                                    temporarily investing most or all of its assets in cash or
         body, reset periods and credit ratings are met; and        fixed-income securities issued or guaranteed by a
                                                                                                                                      Credit
                                                                                                                                                                                        •
                                                                    Canadian or U.S. government, government agency or
                                                                                                                                      Currency
                                                                                                                                                                                        •
                                                                    company to try to protect it during a market downturn             Derivative
                                                                                                                                                                                        •
■    use as cover, in addition to the usual cover when the          or for other reasons.                                             Equity
                                                                                                                                                                         •
                                                                    The portfolio manager may actively trade the Pool’s               Foreign investment
                                                                                                                                                                                        •
     Pool has a long position in a debt-like security that          investments. This can increase trading costs, which may           Income trust                                      •
                                                                    lower the Pool’s returns. It also increases the possibility       Interest rate                                     •
     has a component that is a long position in a forward           that you'll receive taxable capital gains if you hold the
                                                                    fund in a non-registered account.
                                                                                                                                      Large transaction                                 •
                                                                                                                                      Liquidity                                         •
     contract, or in a standardized future or forward con-                                                                            Portfolio Management                              •
                                                                4   What are the risks of investing                                   Repurchase transaction
                                                                                                                                                                                        •
     tract, or when the Pool has an interest rate swap              in the fund?
                                                                    Fidelity Canadian Equity Private Pool has the same risks
                                                                                                                                      Reverse repurchase transaction
                                                                                                                                                                                        •
                                                                                                                                      Securities lending
                                                                                                                                                                                        •
     position and during the periods when the Pool is               as its underlying Pool. The underlying Pool invests pri-
                                                                    marily in equity securities of Canadian companies. Its
                                                                                                                                      Series                                            •
                                                                    value will change when the prices of the securities it            Small company
                                                                                                                                                                                        •
     entitled to receive payments under the swap, a right           invests in change. Also, the investments are largely con-
                                                                    centrated in a single country and are therefore more
                                                                                                                                      Specialization                     •
     or obligation to sell an equivalent quantity of the            impacted by changes in that country’s economy than
                                                                    Pools with a wider geographic reach.                          5   Who should invest in this fund?
                                                                                                                                      You might want to consider this Pool if you are a long
     underlying interest of the standardized future, for-           The Pool’s value can change for other reasons. The
                                                                    checklist below shows you which risks apply to this Pool.
                                                                                                                                      term investor seeking Canadian equity exposure. To
                                                                                                                                      invest in this Pool, you should be able to accept an
                                                                    You’ll find a complete description of each risk starting on
     ward or swap.                                                  page 7.
                                                                                                                                      average level of risk.




For more information on these exemptions and the
applicable conditions, see the Pools’ annual information
form.


                                                                    21                                                                                                             FIDELITY INVESTMENTS




17                                                                                                                                                                  FIDELITY INVESTMENTS
                                                                                                                             Specific information about each of the mutual funds described in this document
This section will help you decide, with your financial          ■   Below average – for mutual funds whose perform-
advisor, whether a Pool is right for you. This informa-            ance can be expected to typically vary within a
tion is only a guide. The risk ratings referred to in this         range of 6 to 11 percentage points above or below
section have been assigned using the methodology                   their average return. This level of volatility is com-
recommended by the Fund Risk Classification Task                    monly associated with balanced, and asset
Force of The Investment Funds Institute of Canada                  allocation funds.
(“IFIC”). The methodology includes both quantitative           ■   Average – for mutual funds whose performance can
and qualitative factors. The Task Force concluded that             be expected to typically vary within a range of 11 to
the most comprehensive, easily understood form of                  16 percentage points above or below their average
risk in this context is historical volatility risk as meas-        return. This level of volatility is commonly associated
ured by the standard deviation of mutual fund                      with equity funds investing in large capitalization
performance. Please be aware that other types of risk,             equities in developed markets.
both measurable and non-measurable, exist. In addi-
                                                               ■   Above average – for mutual funds whose perform-
tion, just as historical performance may not be
                                                                   ance can be expected to typically vary within a
indicative of future returns, a Pool’s historical volatility
                                                                   range of 16 to 20 percentage points above or below
may not be indicative of its future volatility.
                                                                   their average return. This level of volatility is com-
How is the volatility of a fund determined?                        monly associated with equity funds investing in
                                                                   small capitalization equities, or specific regions or
One of the most widely accepted ways to quantify the
                                                                   sectors.
volatility of investment returns is to use a statistical
                                                               ■   High – for mutual funds whose performance can be
measure called “standard deviation”. Standard devia-
tion is used to estimate the dispersion of a set of data           expected to typically vary within a range of greater
around the average value of the data. In the context of            than 20 percentage points above or below their
investment returns, it can provide a measure of the                average return. This level of volatility is commonly
amount of variability of returns that has historically             associated with equity funds investing in narrow sec-
occurred relative to the average return. For example, if           tors or emerging market countries where there is
a mutual fund has an average annual return of 6% and               substantial risk of loss.
a standard deviation of 8%, that means that historically
                                                               6 Distribution policy
the one-year returns of this mutual fund have ranged
between 14% and -2% (i.e., 6% +/- 8%) approximately            This section tells you when you can expect to receive
two-thirds (68%) of the time. The higher the standard          dividends, payments of income and capital gains, or
deviation of a fund, the greater the range of returns it       returns of capital from the Pool. We may choose to pay
has experienced in the past.                                   dividends or distributions at other times, including
                                                               when you redeem Securities. Distributions or dividends
The IFIC risk rating categories are:
                                                               on Securities held in Fidelity registered plans are
■   Very low – for mutual funds whose performance can          always reinvested in additional Securities of the same
    be expected to typically vary within a range of 0 to 1     series of the same Pool.
    percentage points above or below their average
    return. This level of volatility is commonly associated    Dividends or distributions on Securities held in other
    with money market funds.                                   registered plans or in non-registered accounts are rein-
                                                               vested in additional Securities of the same series of
■   Low – for mutual funds whose performance can be
                                                               the Pool unless you tell us in writing that you want to
    expected to typically vary within a range of 1 to 6
                                                               receive them in cash. You won’t pay any sales charges
    percentage points above or below their average
    return. This level of volatility is commonly associated
    with Canadian fixed-income mutual funds.


SIMPLIFIED PROSPECTUS 2010                                                                                              18
                                                                                                                                                                                                                                                Specific information about each of the mutual funds described in this document
on reinvested dividends or distributions or on cash divi-      The example shows the expenses you would pay if:
dends or distributions. Distributions paid on the              ■   you invested $1,000 in the fund for each period
redemption of Securities are not reinvested but are                shown and paid the maximum sales charge
instead paid to you in cash.
                                                               ■   the fund’s return was 5% each year
For Series S5, Series S8, Series I5, Series I8, Series F5      ■   the fund paid the same management expense
and Series F8 Securities of the Equity Pools and the               ratio (“MER”) in all periods as it did in its last
Balanced Pools, the Corporation will also make monthly             financial year.
distributions of an amount comprised of a return of cap-
ital on the last business day of each month. As well, for      We have not shown examples of these expenses for
these series and other series of the Equity Pools and the      Fidelity Premium Fixed Income Capital Yield Private
Balanced Pools, any ordinary taxable dividends paid in         Pool because it is new.
November and any capital gains dividends paid in
January of each year will be automatically reinvested in
additional Securities of the Pools.
The aggregate monthly distributions that are made on
Series S5, Series S8, Series I5, Series I8, Series F5 and
Series F8 Securities each year are based on the average
net asset values of the particular Pool. Details of the
ranges of such distributions are set out under the head-
ing Distribution Policy in the fund profiles of each of the
Pools.
A return of capital distribution is not taxable but
reduces the adjusted cost base of your Securities.
Generally, this means that you will realize a larger capital   6




                                                                                                                                                                                                        Fidelity Canadian Equity Private Pool
                                                                   Distribution policy                                            Dividends and distributions on shares held in Fidelity
                                                                                                                                  registered plans are always reinvested in additional
gain (or smaller capital loss) when you redeem your                The corporation pays any ordinary taxable dividends in
                                                                   November and capital gains dividends in January of each
                                                                                                                                  shares of the same series of the Pool. Subject to the
                                                                                                                                  automatic reinvestment of ordinary taxable dividends
                                                                   year and may distribute at other times during the year.
Securities than if you had not received the return of cap-         For Series S5, Series S8, Series I5, Series I8, Series F5
                                                                                                                                  and capital gains dividends, dividends and distribu-
                                                                                                                                  tions on shares held in other registered plans or in non
                                                                   and Series F8 shares, the Corporation will also make           registered accounts are reinvested in additional shares
ital. You should not confuse this cash flow distribution            monthly distributions of a return of capital on the last
                                                                   business day of each month. For Series S5, Series S8,
                                                                                                                                  of the same series of the fund unless you tell us in writ-
                                                                                                                                  ing that you want to receive them in cash. Cash
with a Pool’s rate of return or yield.                             Series I5, Series I8, Series F5 and Series F8 shares, any
                                                                   ordinary taxable dividends paid by the Corporation in
                                                                                                                                  dividends and distributions can be paid directly to your
                                                                                                                                  bank account by way of electronic funds transfer or by
                                                                   November and any capital gains dividends paid by the           cheque. We may charge you a fee of $25 for each cash
                                                                   Corporation in January of each year will be automati-          distribution or dividend you request by cheque.
You’ll find more information about dividends and adjust-            cally reinvested in additional shares of the Pool.


ed cost base in Income tax considerations for investors.
                                                                   A return of capital distribution is not taxable but
                                                                   reduces the adjusted cost base of your Securities.
                                                                                                                                7 Fund expenses indirectly borne
                                                                                                                                  by investors
                                                                   Generally, this means that you will realize a larger capi-
                                                                   tal gain (or smaller capital loss) when you redeem your        You don’t pay the Pool’s expenses directly, but they will
                                                                   Securities than if you had not received the return of          reduce the Pool’s returns.This table shows how much
                                                                                                                                  the Pool would pay in expenses on a $1,000 invest-
7 Fund expenses indirectly borne by investors                      capital. You should not confuse this cash flow distribu-
                                                                   tion with a Pool’s rate of return or yield. Please see         ment that has a 5% annual return.
                                                                   Income tax considerations for investors for more infor-        Fees and expenses
                                                                                                                                  payable over                  1 year   3 years   5 years   10 years
                                                                   mation.
Each series of a Pool is responsible for its own expenses          The aggregate monthly distributions that are made on
                                                                                                                                  Series B
                                                                                                                                  Series S5
                                                                                                                                                          $
                                                                                                                                                          $
                                                                   Series S5, Series I5 and Series F5 shares of the Pool
and its proportionate share of common Pool expenses                each year are expected to be between approximately
                                                                                                                                  Series S8
                                                                                                                                  Series I
                                                                                                                                                          $
                                                                                                                                                          $
                                                                   4% and 6% of the average net asset value of the Pool
that are not included as part of the fixed rate adminis-            over that year. For Series S8, Series I8 and Series F8
                                                                   shares of the Pool, the aggregate monthly distributions
                                                                                                                                  Series I5
                                                                                                                                  Series I8
                                                                                                                                                          $
                                                                                                                                                          $
                                                                   each year are expected to be between approximately
tration fee. While you don’t pay these costs directly,             6% and 10% of the average net asset value of the Pool
                                                                   over that year. We may adjust the per share distribu-
they reduce the Pool’s return. The hypothetical example            tion amounts from time to time as may be necessary to
                                                                   keep monthly distributions generally within these per-

in this section helps you compare the expenses of the              centage ranges.



Pool to the costs of investing in other funds or Pools.
You’ll find more information about the costs of investing
in funds in Fees and expenses on page 85.

                                                                   SIMPLIFIED PROSPECTUS 2010                                                                                                    22




19                                                                                                                                                             FIDELITY INVESTMENTS
EQUITY POOLS




Fidelity Canadian Equity Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                                Specific information about each of the mutual funds described in this document / Fidelity Canadian Equity Private Pool
Fund details                                                                The Pool’s specific investments may or may not be
                                                                            included in the S&P/TSX Capped Composite Index. If
Fund type            Canadian equity                                        the investment is not included in the index, the portfo-
Date started         Series B, Series S5, Series S8, Series I, Series I5    lio manager can decide which sector it belongs to. The
                     and Series I8, - October 31, 2008, Series F,           portfolio manager regularly reviews the target alloca-
                     Series F5 and Series F8 – September 21, 2009           tions and rebalances the allocations, when he believes
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,   it is appropriate.
                     Series I8, Series F, Series F5, Series F8 shares of
                     a class of a mutual fund corporation                   The Pool may invest in small, medium and large com-
Eligibility for      The shares are qualified investments for                panies. It may invest in all types of equity securities,
registered plans     registered plans.                                      including, without limitation, common shares, preferred
                                                                            shares and other forms of capital stock (such as income
                                                                            trust units), securities that are convertible into equity
What does the fund invest in?                                               securities, and depository receipts for these securities.
                                                                            It may hold cash and fixed income securities. The Pool
Investment objective
                                                                            is not expected to invest in foreign equities.
This Pool’s objective is to seek long term capital appre-
ciation. It seeks a similar return to its underlying Pool,                  The Pool may enter into repurchase and reverse repur-
Fidelity Canadian Equity Investment Trust by investing                      chase transactions and securities lending transactions.
substantially all of the assets in units of that Pool.                      The Pool may use derivatives like options, futures, for-
We can’t change the investment objective of the Pool                        ward contracts and swaps to hedge—or
unless we get approval from a majority of shareholders                      protect—against losses caused by changes in securities
of the Pool who vote at a special meeting we call.                          prices or exchange rates. It may also use these deriva-
                                                                            tives as a substitute for a stock, stock market, or other
Investment strategies                                                       security, which is known as a “non-hedging” purpose.
                                                                            The Pool will only use derivatives in accordance with
The underlying Pool, which is also managed by
                                                                            the limits, restrictions and practices set by Canadian
Fidelity, seeks long term capital appreciation by invest-
                                                                            securities regulations or as permitted under the terms
ing primarily in Canadian equities. The strategies
                                                                            of exemptive relief obtained from the securities regula-
below relate to the underlying Pool.
                                                                            tors. See Regulatory exemptions in connection with
The Pool aims to invest in sectors in approximately the                     the use of derivatives on page 16 for details of the reg-
same proportion as those sectors are represented in                         ulatory exemptions granted to the Pool.
the S&P/TSX Capped Composite Index. The Pool
employs a bottom-up fundamental strategy. Members
of a team of analysts are assigned to an industry group                      What is the S&P/TSX Capped Composite Index?
within the S&P/TSX Capped Composite Index. They                              The S&P/TSX Capped Composite Index is made up of the
recommend investments for the Pool from among the                            largest and most actively traded companies on the Toronto
companies in their industry based on a review of each                        Stock Exchange. These companies are divided into 10 sectors.
company’s management, financial conditions and                                The sectors are based on the Global Industry Classification
potential for earnings growth over the long term,                            Standard. Examples include energy, industrials, and financials.
although the lead portfolio manager is ultimately                            The size of a sector within the index equals the aggregate mar-
responsible for the investment activities of the Pool.                       ket capitalization of all the shares of all the companies in a
                                                                             sector represented in the index. The size of a sector compared
                                                                             to the S&P/TSX Capped Composite Index is its weighting, which
                                                                             is simply a percentage. If a company makes up more than 10%
                                                                             of the value of the index, it is “capped” at 10%.



SIMPLIFIED PROSPECTUS 2010                                                                                                                 20
EQUITY POOLS




Fidelity Canadian Equity Private Pool, continued




                                                                                                                                          Fidelity Canadian Equity Private Pool
Derivatives, repurchase transactions, reverse repurchase      Risk checklist
transactions and securities lending transactions                                               Main risk   Additional risk   Not a risk
(described on pages 9 and 12) will be used in conjunc-        Asset-backed securities and
tion with the Pool’s other investment strategies to seek
enhanced returns.
                                                              mortgage-backed securities
                                                                                                                •
                                                              Class/Series
                                                                                                                •
The Pool may depart from its investment objective by
temporarily investing most or all of its assets in cash or
                                                              Concentration
                                                                                                                •
fixed-income securities issued or guaranteed by a
                                                              Credit
                                                                                                                •
Canadian or U.S. government, government agency or
                                                              Currency
                                                                                                                •
company to try to protect it during a market downturn         Derivative
                                                                                                                •
or for other reasons.                                         Equity
                                                                                                 •
The portfolio manager may actively trade the Pool’s           Foreign investment
                                                                                                                •
investments. This can increase trading costs, which may       Income trust
                                                                                                                •
lower the Pool’s returns. It also increases the possibility
that you'll receive taxable capital gains if you hold the
                                                              Interest rate
                                                                                                                •
fund in a non-registered account.
                                                              Large transaction
                                                                                                                •
                                                              Liquidity
                                                                                                                •
What are the risks of investing
                                                              Portfolio Management
                                                                                                                •
in the fund?
                                                              Repurchase transaction
                                                                                                                •
Fidelity Canadian Equity Private Pool has the same risks
                                                              Reverse repurchase transaction
                                                                                                                •
as its underlying Pool. The underlying Pool invests pri-
                                                              Securities lending
                                                                                                                •
marily in equity securities of Canadian companies. Its
                                                              Series
                                                                                                                •
value will change when the prices of the securities it        Small company
                                                                                                                •
invests in change. Also, the investments are largely con-
centrated in a single country and are therefore more
                                                              Specialization
                                                                                                 •
impacted by changes in that country’s economy than
                                                              Tax risk                                                        —
Pools with a wider geographic reach.
                                                              Who should invest in this fund?
The Pool’s value can change for other reasons. The
checklist below shows you which risks apply to this Pool.     You might want to consider this Pool if you are a long
You’ll find a complete description of each risk starting on    term investor seeking Canadian equity exposure. To
page 7.                                                       invest in this Pool, you should be able to accept an
                                                              average level of risk.




21                                                                                                         FIDELITY INVESTMENTS
                                                                                                                                   Fidelity Canadian Equity Private Pool
Distribution policy                                          Dividends and distributions on shares held in Fidelity
                                                             registered plans are always reinvested in additional
The corporation pays any ordinary taxable dividends in
                                                             shares of the same series of the Pool. Subject to the
November and capital gains dividends in January of each
                                                             automatic reinvestment of ordinary taxable dividends
year and may distribute at other times during the year.
                                                             and capital gains dividends, dividends and distribu-
For Series S5, Series S8, Series I5, Series I8, Series F5    tions on shares held in other registered plans or in non
and Series F8 shares, the Corporation will also make         registered accounts are reinvested in additional shares
monthly distributions of a return of capital on the last     of the same series of the fund unless you tell us in writ-
business day of each month. For Series S5, Series S8,        ing that you want to receive them in cash. Cash
Series I5, Series I8, Series F5 and Series F8 shares, any    dividends and distributions can be paid directly to your
ordinary taxable dividends paid by the Corporation in        bank account by way of electronic funds transfer or by
November and any capital gains dividends paid by the         cheque. We may charge you a fee of $25 for each cash
Corporation in January of each year will be automati-        distribution or dividend you request by cheque.
cally reinvested in additional shares of the Pool.
A return of capital distribution is not taxable but          Fund expenses indirectly borne
reduces the adjusted cost base of your Securities.
                                                             by investors
Generally, this means that you will realize a larger capi-
tal gain (or smaller capital loss) when you redeem your      You don’t pay the Pool’s expenses directly, but they will
Securities than if you had not received the return of        reduce the Pool’s returns.This table shows how much
capital. You should not confuse this cash flow distribu-      the Pool would pay in expenses on a $1,000 invest-
tion with a Pool’s rate of return or yield. Please see       ment that has a 5% annual return.
Income tax considerations for investors for more infor-      Fees and expenses
                                                             payable over                  1 year   3 years   5 years   10 years
mation.
                                                             Series B                $    20.50     64.63     113.28    257.85
The aggregate monthly distributions that are made on         Series F                $     9.74     30.70      53.81    122.48
Series S5, Series I5 and Series F5 shares of the Pool
                                                             Series F5               $     9.74     30.70      53.81    122.48
each year are expected to be between approximately
                                                             Series F8               $     9.74     30.70      53.81    122.48
4% and 6% of the average net asset value of the Pool
over that year. For Series S8, Series I8 and Series F8       Series I                $    23.17     73.03     128.00    291.37
shares of the Pool, the aggregate monthly distributions      Series I5               $    23.17     73.03     128.00    291.37
each year are expected to be between approximately           Series I8               $    23.17     73.03     128.00    291.37
6% and 10% of the average net asset value of the Pool        Series S5               $    20.50     64.63     113.28    257.85
over that year. We may adjust the per share distribu-
                                                             Series S8               $    20.50     64.63     113.28    257.85
tion amounts from time to time as may be necessary to
keep monthly distributions generally within these per-
centage ranges.




SIMPLIFIED PROSPECTUS 2010                                                                                                  22
EQUITY POOLS




Fidelity Concentrated Canadian Equity Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                                  Fidelity Canadian Equity Private Pool / Fidelity Concentrated Canadian Equity Private Pool
Fund details                                                                The Pool’s specific investments may or may not be
                                                                            included in the S&P/TSX Capped Composite Index. If
Fund type            Canadian equity                                        the investment is not included in the index, the portfolio
Date started         Series B, Series S5, Series S8, Series I, Series I5    manager can decide which sector it belongs to. The
                     and Series I8 – October 31, 2008, Series F, Series     portfolio manager regularly reviews the target alloca-
                     F5, Series F8 – September 21, 2009                     tions and rebalances the allocations, when he believes it
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,   is appropriate.
                     Series I8, Series F, Series F5 and Series F8 shares
                     of a class of a mutual fund corporation                The Pool may invest in small, medium and large compa-
Eligibility for      The shares are qualified investments for                nies. It may invest in any type of equity security
registered plans     registered plans.                                      including common shares, preferred shares, and other
                                                                            forms of capital stock (such as income trust units) and
                                                                            security convertible into equity securities and depository
What does the fund invest in?                                               receipts for those securities. It may hold cash and fixed
                                                                            income securities. The Pool is not expected to invest in
Investment objective
                                                                            foreign equities. The Pool’s investments will tend to be
This Pool’s objective is to seek long term capital appre-                   concentrated in fewer companies relative to other Pools.
ciation. It seeks a similar return to its underlying Pool,
Fidelity Concentrated Canadian Equity Investment Trust                      The Pool may enter into repurchase and reverse repur-
by investing substantially all of its assets in units of that               chase transactions and securities lending transactions.
Pool.                                                                       The Pool may use derivatives like options, futures, for-
We can’t change the investment objective of the Pool                        ward contracts and swaps to hedge—or
unless we get approval from a majority of shareholders                      protect—against losses caused by changes in securities
of the Pool who vote at a special meeting we call.                          prices or exchange rates. It may also use these deriva-
                                                                            tives as a substitute for a stock, stock market, or other
Investment strategies                                                       security which is known as a “non-hedging” purpose.
                                                                            The Pool will only use derivatives in accordance with the
The underlying Pool, which is also managed by Fidelity,
                                                                            limits, restrictions and practices set by Canadian securi-
seeks long term capital appreciation by investing prima-
                                                                            ties regulations or as permitted under the terms of
rily in Canadian equities. The strategies below relate to
                                                                            exemptive relief obtained from the securities regulators.
the underlying Pool.
The Pool aims to invest in the same “super” sectors in
                                                                             What is the S&P/TSX Capped Composite Index and what are the
approximately the same proportion as those “super”
                                                                             “super” sectors?
sectors are represented in the S&P/TSX Capped
                                                                             The S&P/TSX Capped Composite Index is made up of the largest
Composite Index. The Pool employs an investment
                                                                             and most actively traded companies on the Toronto Stock
approach that combines fundamental and quantitative
                                                                             Exchange. These companies are divided into 10 sectors. The sec-
strategies. A team of industry-focused analysts recommend
                                                                             tors are based on the Global Industry Classification Standard. The
investments to the lead portfolio manager from among                         size of a sector within the index equals the aggregate market cap-
the companies in their industries based on a review of                       italization of all the shares of all the companies in a sector
each company’s management, financial conditions and                           represented in the index. The size of a sector compared to the
potential for earnings growth over the long term. These                      S&P/TSX Capped Composite Index is its weighting, which is sim-
recommendations form the key input for the fundamental                       ply a percentage. If a company makes up more than 10% of the
component of the investment approach. Security selec-                        value of the index, it is “capped” at 10%. The 10 sectors are then
tion is also based on proprietary quantitative models                        rolled up into one of four broader-based “super” sectors. The
that rate each stock’s relative attractiveness on the basis                  four “super” sectors are categorized as follows: Consumer,
of sixteen fundamentally-based criteria.                                     Industrials, Resources and Interest Sensitive.


23                                                                                                                         FIDELITY INVESTMENTS
                                                                                                                                         Fidelity Concentrated Canadian Equity Private Pool
See Regulatory exemptions in connection with the use         Risk checklist
of derivatives on page 16 for details of the regulatory                                       Main risk   Additional risk   Not a risk
exemptions granted to the Pool.                              Asset-backed securities and
Derivatives, repurchase transactions, reverse repur-         mortgage-backed securities
                                                                                                               •
chase transactions and securities lending transactions       Class/Series
                                                                                                               •
(described on pages 9 and 12) will be used in conjunc-
tion with the Pool’s other investment strategies to seek
                                                             Concentration
                                                                                                •
enhanced returns.
                                                             Credit
                                                                                                               •
The Pool may depart from its investment objective by
                                                             Currency
                                                                                                               •
temporarily investing most or all of its assets in cash or
                                                             Derivative
                                                                                                               •
fixed-income securities issued or guaranteed by a
                                                             Equity
                                                                                                •
Canadian or U.S. government, government agency or            Foreign investment
                                                                                                               •
company to try to protect it during a market downturn        Income trust
                                                                                                               •
or for other reasons.                                        Interest rate
                                                                                                               •
The portfolio manager may actively trade the Pool’s          Large transaction
                                                                                                               •
investments. This can increase trading costs, which
may lower the Pool’s returns. It also increases the pos-
                                                             Liquidity
                                                                                                               •
sibility that you'll receive taxable capital gains if you
                                                             Portfolio Management
                                                                                                               •
hold the fund in a non-registered account.
                                                             Repurchase transaction
                                                                                                               •
                                                             Reverse repurchase transaction
                                                                                                               •
What are the risks of investing
                                                             Securities lending
                                                                                                               •
in the fund?
                                                             Series
                                                                                                               •
Fidelity Concentrated Canadian Equity Private Pool has
                                                             Small company
                                                                                                               •
the same risks as its underlying Pool. The underlying
                                                             Specialization
                                                                                                •
Pool invests primarily in equity securities of Canadian      Tax risk                                                        —
companies. Its value will change when the prices of the
securities it invests in change. Also, its investments are
                                                             Who should invest in this fund?
largely concentrated in a single country and are there-
fore more affected by changes in that country’s              You might want to consider this Pool if you are a long
economy than Pools with a wider geographic reach.            term investor seeking Canadian equity exposure. To
                                                             invest in this Pool, you should be able to accept an
The Pool’s value can change for other reasons. The           average level of risk.
checklist below shows you which risks apply to this
Pool. You’ll find a complete description of each risk
starting on page 7.                                          Distribution policy
                                                             The corporation pays any ordinary taxable dividends in
                                                             November and capital gains dividends in January of
                                                             each year and may distribute at other times during
                                                             the year.




SIMPLIFIED PROSPECTUS 2010                                                                                                         24
EQUITY POOLS




Fidelity Concentrated Canadian Equity Private Pool, continued




                                                                                                                                     Fidelity Concentrated Canadian Equity Private Pool
For Series S5, Series S8, Series I5, Series I8, Series F5       Fund expenses indirectly borne
and Series F8 shares, the Corporation will also make
monthly distributions of a return of capital on the last
                                                                by investors
business day of each month. For Series S5, Series S8,           You don’t pay the Pool’s expenses directly, but they will
Series I5, Series I8, Series F5 and Series F8 shares, any       reduce the Pool’s returns. This table shows how much
ordinary taxable dividends paid by the Corporation in           the Pool would pay in expenses on a $1,000 investment
November and any capital gains dividends paid by the            that has a 5% annual return.
Corporation in January of each year will be automatical-        Fees and expenses
                                                                payable over                 1 year   3 years   5 years   10 years
ly reinvested in additional shares of the Pool.
                                                                Series B               $    20.50     64.63     113.28    257.85
A return of capital distribution is not taxable but
                                                                Series F               $     9.74     30.70      53.81    122.48
reduces the adjusted cost base of your Securities.
                                                                Series F5              $     9.74     30.70      53.81    122.48
Generally, this means that you will realize a larger capital
gain (or smaller capital loss) when you redeem your             Series F8              $     9.74     30.70      53.81    122.48

Securities than if you had not received the return of cap-      Series I               $    23.17     73.03     128.00    291.37
ital. You should not confuse this cash flow distribution         Series I5              $    23.17     73.03     128.00    291.37
with a Pool’s rate of return or yield. Please see Income        Series I8              $    23.17     73.03     128.00    291.37
tax considerations for investors for more information.          Series S5              $    20.50     64.63     113.28    257.85
The aggregate monthly distributions that are made on            Series S8              $    20.50     64.63     113.28    257.85
Series S5, Series I5 and Series F5 shares of the Pool
each year are expected to be between approximately
4% and 6% of the average net asset value of the Pool
over that year. For Series S8, Series I8 and Series F8
shares of the Pool, the aggregate monthly distributions
each year are expected to be between approximately
6% and 10% of the average net asset value of the Pool
over that year. We may adjust the per share distribution
amounts from time to time as may be necessary to keep
monthly distributions generally within these percentage
ranges.
Dividends and distributions on shares held in Fidelity
registered plans are always reinvested in additional
shares of the same series of the Pool. Subject to the
automatic reinvestment of ordinary taxable dividends
and capital gains dividends, dividends and distributions
on shares held in other registered plans or in non regis-
tered accounts are reinvested in additional shares of the
same series of the Pool unless you tell us in writing that
you want to receive them in cash. Cash dividends and
distributions can be paid directly to your bank account
by way of electronic funds transfer or by cheque. We
may charge you a fee of $25 for each cash dividend or
distribution you request by cheque.




25                                                                                                         FIDELITY INVESTMENTS
Fidelity U.S. Equity Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                                  Fidelity Concentrated Canadian Equity Private Pool / Fidelity U.S. Equity Private Pool
Fund details                                                               The specific investments made by the Pool may or
                                                                           may not be included in the S&P 500 Index. If the
Fund type            U.S. equity                                           investment is not included in the index, the portfolio
Date started         Series B, Series S5, Series S8, Series I, Series I5   manager can decide which sector it belongs to. The
                     and Series I8 – October 31, 2008, Series F, Series    portfolio manager regularly reviews the target alloca-
                     F5 and Series F8 – September 21, 2009                 tions and rebalances the allocations, when he believes
Type of securities   Series B, Series S5, Series S8, Series I, Series      it is appropriate.
                     I5,Series I8, Series F, Series F5 and Series F8
                     shares of a class of a mutual fund corporation        The Pool may invest in small, medium and large com-
Eligibility for      The shares are qualified investments for               panies. It may invest in all types of equity securities,
registered plans     registered plans.                                     including, without limitation, common shares, pre-
                                                                           ferred shares and other forms of capital stock (such as
                                                                           income trust units), securities that are convertible into
What does the fund invest in?                                              equity securities, and depository receipts for these
                                                                           securities. It may hold cash and fixed income securi-
Investment objective
                                                                           ties. It may also enter into repurchase transactions,
This Pool’s objective is to seek long term capital appre-                  reverse repurchase transactions and securities lending
ciation. It seeks a similar return to its underlying Pool,                 transactions.
Fidelity U.S. Equity Investment Trust by investing sub-
stantially all of its assets in units of the Pool.                         The Pool may use derivatives like options, futures, for-
                                                                           ward contracts and swaps to hedge—or
We can’t change the investment objective of the Pool                       protect—against losses caused by changes in securities
unless we get approval from a majority of shareholders                     prices or exchange rates. It may also use these deriva-
of the Pool who vote at a special meeting we call.                         tives as a substitute for a stock, stock market, or other
                                                                           security which is known as a “non-hedging” purpose.
Investment strategies                                                      The Pool will only use derivatives in accordance with
The underlying Pool, which is also managed by                              the limits, restrictions and practices set by Canadian
Fidelity, seeks long term capital appreciation by invest-                  securities regulations or as permitted under the terms
ing primarily in U.S. large cap equities. The strategies                   of exemptive relief obtained from the securities regula-
below relate to the underlying Pool.                                       tors. See Regulatory exemptions in connection with the
                                                                           use of derivatives on page 16 for details of the regula-
The Pool aims to invest in sectors in approximately the
                                                                           tory exemptions granted to the Pool.
same proportions as those sectors are represented in
the S&P 500 Index. The way we define the sectors is                         Derivatives, repurchase transactions, reverse repur-
described below. Members of a team of sector portfo-                       chase transactions, and securities lending transactions
lio managers are assigned to each sector. The Pool                         (described on pages 9 and 12) will be used in conjunc-
employs a bottom-up fundamental strategy to security                       tion with the Pool’s other strategies to seek enhanced
selection. The sector portfolio managers choose                            returns.
investments from among the companies in their sector
based on a thorough review of each company’s man-                           What are the sectors?
agement, financial conditions, potential for earnings                        The S&P 500 Index is made up of 500 U.S. companies. These
growth over the long term as well as any sustainable                        companies are divided into 10 sectors. The sectors are based on
competitive advantages in their respective industries.                      the Global Industry Classification Standard. Examples include
The lead portfolio manager is ultimately responsible                        energy, industrials and financials. The size of a sector equals the
for the investment activities and overall investment                        aggregate market capitalization of all of the companies in the
characteristics of the Pool.                                                index in a given sector. The size of a sector compared to the
                                                                            S&P 500 Index is its weighting, which is simply a percentage.


SIMPLIFIED PROSPECTUS 2010                                                                                                                   26
EQUITY POOLS




Fidelity U.S. Equity Private Pool, continued




                                                                                                                                           Fidelity U.S. Equity Private Pool
The Pool may depart from its investment objective by           Risk checklist
temporarily investing most or all of its assets in cash or                                      Main risk   Additional risk   Not a risk
fixed-income securities issued or guaranteed by a               Asset-backed securities and
Canadian or U.S. government, government agency or
company to try to protect it during a market downturn
                                                               mortgage-backed securities
                                                                                                                 •
or for other reasons.
                                                               Class/Series
                                                                                                                 •
The portfolio manager may actively trade the Pool’s
                                                               Concentration
                                                                                                                 •
investments. This can increase trading costs, which may
                                                               Credit
                                                                                                                 •
lower the underlying Pool’s returns. It also increases the
                                                               Currency
                                                                                                  •
possibility that you’ll receive taxable capital gains if you   Derivative
                                                                                                                 •
hold the Pool in a non-registered account.                     Equity
                                                                                                  •
                                                               Foreign investment
                                                                                                                 •
What are the risks of investing                                Income trust
                                                                                                                 •
in the fund?                                                   Interest rate
                                                                                                                 •
Fidelity U.S. Equity Private Pool has the same risks as its    Large transaction
                                                                                                                 •
underlying Pool. The underlying Pool invests primarily in      Liquidity
                                                                                                                 •
equity securities of large cap U.S. companies. Its value
will change when the prices of the securities it invests in
                                                               Portfolio Management
                                                                                                                 •
change. Also, the Pool’s investments are largely concen-
                                                               Repurchase transaction
                                                                                                                 •
trated in a single country and are therefore more              Reverse repurchase transaction
                                                                                                                 •
affected by changes in that country’s economy than             Securities lending
                                                                                                                 •
Pools with a wider geographic reach.                           Series
                                                                                                                 •
The Pool’s value can change for other reasons. The             Small company
                                                                                                                 •
checklist below shows you which risks apply to this Pool.
You’ll find a complete description of each risk starting
                                                               Specialization
                                                                                                  •
on page 7.
                                                               Tax risk                                                        —
                                                               As at August 16, 2010, an investor held approximately
                                                               11.22% of the Securities of the Pool. See Large transac-
                                                               tion risk on page 11 for a description of the risks
                                                               associated with possible redemption request by this
                                                               investor.


                                                               Who should invest in this fund?
                                                               You might want to consider this Pool if you are a long
                                                               term investor seeking U.S. equity exposure. To invest in
                                                               this Pool, you should be able to accept an average level
                                                               of risk.




27                                                                                                          FIDELITY INVESTMENTS
                                                                                                                                   Fidelity U.S. Equity Private Pool
Distribution policy                                           ing that you want to receive them in cash. Cash divi-
                                                              dends and distributions can be paid directly to your
The corporation pays any ordinary taxable dividends in
                                                              bank account by way of electronic funds transfer. We
November and capital gains dividends in January of
                                                              may charge you a fee of $25 for each cash dividend or
each year and may distribute at other times during
                                                              distribution you request by cheque.
the year.
For Series S5, Series S8, Series I5, Series I8, Series F5
and Series F8 shares, the Corporation will also make          Fund expenses indirectly borne
monthly distributions of a return of capital on the last      by investors
business day of each month. For Series S5, Series S8,         You don’t pay the Pool’s expenses directly, but they will
Series I5, Series I8, Series F5 and Series F8 shares, any     reduce the Pool’s returns. This table shows how much
ordinary taxable dividends paid by the Corporation in         the Pool would pay in expenses on a $1,000 invest-
November and any capital gains dividends paid by the          ment that has a 5% annual return.
Corporation in January of each year will be automati-
                                                              Fees and expenses
cally reinvested in additional shares of the Pool.            payable over                 1 year   3 years   5 years   10 years


A return of capital distribution is not taxable but reduces   Series B                $    21.01    66.24     116.11    264.29

the adjusted cost base of your Securities. Generally,         Series F                $    10.25    32.31      56.64    128.92
this means that you will realize a larger capital gain (or    Series F5               $    10.25    32.31      56.64    128.92
smaller capital loss) when you redeem your Securities         Series F8               $    10.25    32.31      56.64    128.92
than if you had not received the return of capital. You       Series I                $    23.68    74.64     130.83    297.81
should not confuse this cash flow distribution with a
                                                              Series I5               $    23.68    74.64     130.83    297.81
Pool’s rate of return or yield. Please see Income tax
                                                              Series I8               $    23.68    74.64     130.83    297.81
considerations for investors for more information.
                                                              Series S5               $    21.01    66.24     116.11    264.29
The aggregate monthly distributions that are made on
                                                              Series S8               $    21.01    66.24     116.11    264.29
Series S5, Series I5 and Series F5 shares of the Pool
each year are expected to be between approximately
4% and 6% of the average net asset value of the Pool
over that year. For Series S8, Series I8 and Series F8
shares of the Pool, the aggregate monthly distributions
each year are expected to be between approximately
6% and 10% of the average net asset value of the Pool
over that year. We may adjust the per share distribu-
tion amounts from time to time as may be necessary to
keep monthly distributions generally within these
percentage ranges.
Dividends and distributions on shares held in Fidelity
registered plans are always reinvested in additional
shares of the same series of the Pool. Subject to the
automatic reinvestment of ordinary taxable dividends
and capital gains dividends, dividends and distribu-
tions on shares held in other registered plans or in non
registered accounts are reinvested in additional shares
of the same series of the Pool unless you tell us in writ-



SIMPLIFIED PROSPECTUS 2010                                                                                                  28
EQUITY POOLS




Fidelity U.S. Equity Currency Neutral Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                                    Fidelity U.S. Equity Private Pool / Fidelity U.S. Equity Currency Neutral Private Pool
Fund details                                                                responsible for the investment activities and overall
                                                                            investment characteristics of the underlying Pool.
Fund type            U.S. equity
                                                                            The specific investments made by the underlying Pool
Date started         Series B, Series S5, Series S8, Series I, Series I5,   may or may not be included in the S&P 500 Index. If the
                     Series I8, Series F, Series F5 and Series F8 –
                     September 21, 2009                                     investment is not included in the index, the portfolio
                                                                            manager can decide which sector it belongs to. The
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,
                     Series I8, Series F, Series F5 and Series F8 shares    portfolio manager regularly reviews the target alloca-
                     of a class of a mutual fund corporation                tions and rebalances the allocations, when he believes it
Eligibility for      The shares are qualified investments for                is appropriate.
registered plans     registered plans.
                                                                            The underlying Pool may invest in small, medium and
                                                                            large companies. It may invest in all types of equity
What does the fund invest in?                                               securities, including, without limitation, common shares,
                                                                            preferred shares and other forms of capital stock (such
Investment objective                                                        as income trust units), securities that are convertible into
This Pool’s objective is to seek long term capital appre-                   equity securities, and depository receipts for these secu-
ciation.                                                                    rities. It may hold cash and fixed income securities. It
                                                                            may also enter into repurchase transactions, reverse
It seeks a similar return to its underlying Pool, Fidelity                  repurchase transactions and securities lending transac-
U.S. Equity Investment Trust by investing substantially all                 tions.
of its assets in units of that Pool. The Pool uses deriva-
tives to try to minimize the exposure to currency                           The Pool may use derivatives like options, futures, for-
fluctuations between the U.S. and Canadian dollars.                          ward contracts and swaps. The Pool will use forward
                                                                            contracts to hedge as completely as possible against
We can’t change the investment objective of the Pool                        fluctuations caused by changes in exchange rates
unless we get approval from a majority of shareholders                      between U.S. and Canadian dollars. Therefore, general-
of the Pool who vote at a special meeting we call.                          ly, the Pool will not benefit from an increase in the value
                                                                            of foreign currencies against the Canadian dollar. Please
Investment strategies                                                       read “What are the risks of investing in the fund?”
The underlying Pool, which is also managed by Fidelity,                     below for information about the risks of the currency
seeks long term capital appreciation by investing prima-                    hedging strategy.
rily in U.S. large cap equities.
                                                                            The underlying Pool may use derivatives to hedge
The underlying Pool aims to invest in sectors in approxi-                   against losses caused by changes in securities prices or
mately the same proportions as those sectors are                            exchange rates, and may also use these derivatives as a
represented in the S&P 500 Index. The way we define                          substitute for a security which is known as a “non-hedg-
the sectors is described below. Members of a team of                        ing” purpose. The Pool and the underlying Pool will
sector portfolio managers are assigned to each sector.
The underlying Pool employs a bottom-up fundamental
                                                                             What are the sectors?
strategy to security selection. The sector portfolio man-
agers choose investments from among the companies                            The S&P 500 Index is made up of 500 U.S. companies. These
                                                                             companies are divided into 10 sectors. The sectors are based on
in their sector based on a thorough review of each com-
                                                                             the Global Industry Classification Standard. Examples include
pany’s management, financial conditions, potential for
                                                                             energy, industrials and financials. The size of a sector equals the
earnings growth over the long term as well as any sus-
                                                                             aggregate market capitalization of all of the companies in a sector.
tainable competitive advantages in their respective                          The size of a sector compared to the S&P 500 Index is its weight-
industries. The lead portfolio manager is ultimately                         ing, which is simply a percentage.


29                                                                                                                           FIDELITY INVESTMENTS
                                                                                                                                         Fidelity U.S. Equity Currency Neutral Private Pool
only use derivatives in accordance with the limits,          Generally, the use of forward contracts to hedge as
restrictions and practices set by Canadian securities        completely as possible against currency fluctuations
regulations. The underlying Pool may also use deriva-        between the U.S. and the Canadian dollar will not
tives as permitted under the terms of exemptive relief       result in the impact of currency fluctuations being elim-
obtained from the securities regulators. See Regulatory      inated altogether. The Pool’s returns will differ from the
exemptions in connection with the use of derivatives         U.S. dollar returns of the underlying Pool. Furthermore,
on page 16. for details of the regulatory exemptions         during times of extreme market stress or volatility the
granted to the underlying Pool.                              Pool may not be able to prevent losses from exposure
                                                             to U.S. currency.
Derivatives, repurchase transactions, reverse repur-
chase transactions, and securities lending transactions      Please refer to Derivative risk on page 9 for more infor-
(described on pages 9 and 12) will be used in conjunc-       mation about the risks of using forward contracts.
tion with the underlying Pool’s other strategies to seek
                                                             The Pool’s value can change for other reasons. The
enhanced returns.
                                                             checklist below shows you which risks apply to this
The Pool may enter into reverse repurchase transac-          Pool. You’ll find a complete description of each risk
tions to earn interest on cash balances. The Pool will       starting on page 7.
only do so, if there are suitable counterparties avail-
able and if the transactions are considered                  Risk checklist
appropriate. See page 12 for a description of reverse                                         Main risk   Additional risk   Not a risk
repurchase transactions.
                                                             Asset-backed securities and
The underlying Pool may depart from its investment           mortgage-backed securities
                                                                                                               •
objective by temporarily investing most or all of its        Class/Series
                                                                                                               •
assets in cash or fixed-income securities issued or
guaranteed by a Canadian or U.S. government, gov-
                                                             Concentration
                                                                                                               •
ernment agency or company to try to protect it during
                                                             Credit
                                                                                                               •
a market downturn or for other reasons.                      Currency                                          •
The portfolio manager may actively trade the underlying
                                                             Derivative
                                                                                                •
Pool’s investments. This can increase trading costs, which
                                                             Equity
                                                                                                •
may lower the underlying Pool’s returns. It also increas-    Foreign investment                                •
es the possibility that you’ll receive taxable capital       Income trust
                                                                                                               •
gains if you hold the Pool in a non-registered account.      Interest rate
                                                                                                               •
                                                             Large transaction
                                                                                                               •
What are the risks of investing                              Liquidity
                                                                                                               •
in the fund?                                                 Portfolio Management
                                                                                                               •
Fidelity U.S. Equity Currency Neutral Private Pool has       Repurchase transaction
                                                                                                               •
many of the same risks as its underlying Pool. The
underlying Pool invests primarily in equity securities of
                                                             Reverse repurchase transaction
                                                                                                               •
large cap U.S. companies. Its value will change when
                                                             Securities lending
                                                                                                               •
the prices of the securities it invests in change. Also,     Series
                                                                                                               •
the underlying Pool’s investments are largely concen-        Small company                                     •
trated in a single country and are therefore more
affected by changes in that country’s economy than
                                                             Specialization
                                                                                                •
Pools with a wider geographic reach.
                                                             Tax risk
                                                                                                                             —

SIMPLIFIED PROSPECTUS 2010                                                                                                         30
EQUITY POOLS




Fidelity U.S. Equity Currency Neutral Private Pool, continued




                                                                                                                                     Fidelity U.S. Equity Currency Neutral Private Pool
As at August 16, 2010, investors held approximately             6% and 10% of the average net asset value of the Pool
20.37% and 12.73%, respectively of the Securities of the        over that year. We may adjust the per share distribution
Pool. See Large transaction risk on page 11 for a               amounts from time to time as may be necessary to keep
description of the risks associated with possible               monthly distributions generally within these percentage
redemption requests by these investors.                         ranges.
                                                                Dividends and distributions on shares held in Fidelity
Who should invest in this fund?                                 registered plans are always reinvested in additional
                                                                shares of the same series of the Pool. Subject to the
You might want to consider this Pool if you are a long
                                                                automatic reinvestment of ordinary taxable dividends
term investor seeking U.S. equity exposure and wish to
                                                                and capital gains dividends, dividends and distributions
lower your risk of currency fluctuations between the U.S.
                                                                on shares held in other registered plans or in non regis-
and Canadian dollars. To invest in this Pool, you should
                                                                tered accounts are reinvested in additional shares of the
be able to accept an average level of risk.
                                                                same series of the Pool unless you tell us in writing that
                                                                you want to receive them in cash. Cash dividends and
Distribution policy                                             distributions can be paid directly to your bank account
                                                                by way of electronic funds transfer. We may charge you
The corporation pays any ordinary taxable dividends in
                                                                a fee of $25 for each cash dividend or distribution you
November and capital gains dividends in January of
                                                                request by cheque.
each year and may distribute at other times during
the year.
For Series S5, Series S8, Series I5, Series I8, Series F5       Fund expenses indirectly borne
and Series F8 shares, the Corporation will also make            by investors
monthly distributions of a return of capital on the last        You don’t pay the Pool’s expenses directly, but they will
business day of each month. For Series S5, Series S8,           reduce the Pool’s returns. This table shows how much
Series I5, Series I8, Series F5 and Series F8 shares, any       the Pool would pay in expenses on a $1,000 investment
ordinary taxable dividends paid by the Corporation in           that has a 5% annual return.
November and any capital gains dividends paid by the
                                                                Fees and expenses
Corporation in January of each year will be automatical-        payable over                 1 year   3 years   5 years   10 years
ly reinvested in additional shares of the Pool.                 Series B                $    21.32    67.21     117.81    268.16
A return of capital distribution is not taxable but             Series F                $    10.56    33.28      58.34    132.79
reduces the adjusted cost base of your Securities.              Series F5               $    10.56    33.28      58.34    132.79
Generally, this means that you will realize a larger capital    Series F8               $    10.56    33.28      58.34    132.79
gain (or smaller capital loss) when you redeem your
                                                                Series I                $    23.99    75.61     132.53    301.68
Securities than if you had not received the return of cap-
                                                                Series I5               $    23.99    75.61     132.53    301.68
ital. You should not confuse this cash flow distribution
with a Pool’s rate of return or yield. Please see Income        Series I8               $    23.99    75.61     132.53    301.68

tax considerations for investors for more information.          Series S5               $    21.32    67.21     117.81    268.16
                                                                Series S8               $    21.32    67.21     117.81    268.16
The aggregate monthly distributions that are made on
Series S5, Series I5 and Series F5 shares of the Pool
each year are expected to be between approximately
4% and 6% of the average net asset value of the Pool
over that year. For Series S8, Series I8 and Series F8
shares of the Pool, the aggregate monthly distributions
each year are expected to be between approximately

31                                                                                                         FIDELITY INVESTMENTS
Fidelity International Equity Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                               Fidelity U.S. Equity Currency Neutral Private Pool / Fidelity International Equity Private Pool
Fund details                                                                decide which sector or geographic region it belongs to.
                                                                            The portfolio manager regularly reviews the target allo-
Fund type            International equity                                   cations and rebalances the allocations, when he
Date started         Series B, Series S5, Series S8, Series I, Series I5    believes it is appropriate.
                     and Series I8 – October 31, 2008, Series F, Series
                     F5 and Series F8 – September 21, 2009                  When buying and selling securities for the Pool, we
                                                                            examine each company’s potential for success in light
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,
                     Series I8, Series F, Series F5 and Series F8 shares    of its current financial condition, its industry position,
                     of a class of a mutual fund corporation                and economic and market conditions. We consider fac-
Eligibility for      The shares are qualified investments for                tors like growth potential, earnings estimates, cash
registered plans     registered plans.                                      flow and quality of management. In determining if a
                                                                            company’s principal business activities or interests are
                                                                            outside the U.S. or Canada, we look at factors such as
What does the fund invest in?                                               location of the company’s assets, personnel, sales and
                                                                            earnings.
Investment objective
The Pool’s objective is to seek long term capital appre-                    The Pool may invest in small, medium and large com-
ciation. It seeks a return similar to its underlying Pool,                  panies. It may invest in all types of equity securities,
Fidelity International Equity Investment Trust, by invest-                  including, without limitation, common shares, pre-
ing substantially all of its assets in securities of that                   ferred shares and other forms of capital stock (such as
Pool.                                                                       income trust units), securities that are convertible into
                                                                            equity securities, and depository receipts for these
We can’t change the investment objective of the Pool                        securities. It may hold cash and fixed income securi-
unless we get approval from a majority of shareholders                      ties. It may also enter into repurchase transactions,
of the Pool who vote at a special meeting we call.                          reverse repurchase transactions, and securities lending
                                                                            transactions.
Investment strategies
                                                                            The Pool may use derivatives like options, futures, for-
The underlying Pool seeks long term capital apprecia-
                                                                            ward contracts and swaps to hedge—or
tion by investing primarily in equities of companies
                                                                            protect—against losses caused by changes in securi-
that have their principal business activities or interests
                                                                            ties prices or exchange rates. It may also use these
outside of the United States and Canada. The follow-
                                                                            derivatives as a substitute for a stock, stock market, or
ing strategies relate to the underlying Pool.
                                                                            other security which is known as a “non-hedging” pur-
The Pool employs an approach that combines fundamen-                        pose. The Pool will only use derivatives in accordance
tal stock selection with quantitative risk control. The                     with the limits, restrictions and practices set by
Pool aims to invest in the sectors and regions of the                       Canadian securities regulations or under the terms of
MSCI EAFE Index in approximately the same propor-                           exemptive relief obtained from the securities regula-
tion as those sectors and regions are represented in                        tors. See Regulatory exemptions in connection with the
that index. The portfolio manager chooses investments                       use of derivatives on page 16 for details of the regula-
based on input from a team of analysts who thorough-                        tory exemptions granted to the Pool.
ly review each company’s management, financial
conditions and potential for earnings growth over the
long term.                                                                   What are the Regions?

The Pool’s specific investments may or may not be                             The MSCI EAFE Index is comprised of the following regions,
                                                                             with an emphasis on developed market countries in those
included in the MSCI EAFE Index. If the investment is
                                                                             regions: Japan, the United Kingdom, Europe ex-UK, and Asia
not included in the index, the portfolio manager can
                                                                             Pacific ex-Japan.


SIMPLIFIED PROSPECTUS 2010                                                                                                                32
EQUITY POOLS




Fidelity International Equity Private Pool, continued




                                                                                                                                           Fidelity International Equity Private Pool
Derivatives, repurchase transactions, reverse repurchase       Risk checklist
transactions and securities lending transactions                                                Main risk   Additional risk   Not a risk
(described on pages 9 and 12) will be used in conjunc-         Asset-backed securities and
tion with the Pools other investment strategies to seek
enhanced returns.
                                                               mortgage-backed securities
                                                                                                                 •
                                                               Class/Series
                                                                                                                 •
The Pool may depart from its investment objective by
temporarily investing most or all of its assets in cash or
                                                               Concentration
                                                                                                                 •
fixed-income securities issued or guaranteed by a
                                                               Credit
                                                                                                                 •
Canadian or U.S. government, government agency or
                                                               Currency
                                                                                                  •
company to try to protect it during a market downturn          Derivative
                                                                                                                 •
or for other reasons.                                          Equity
                                                                                                  •
The portfolio manager may actively trade the Pool’s            Foreign investment
                                                                                                  •
investments. This can increase trading costs, which may        Income trust
                                                                                                                 •
lower the underlying Pool’s returns. It also increases the
possibility that you'll receive taxable capital gains if you
                                                               Interest rate
                                                                                                                 •
hold the Pool in a non-registered account.
                                                               Large transaction
                                                                                                                 •
                                                               Liquidity
                                                                                                                 •
What are the risks of investing
                                                               Portfolio Management
                                                                                                                 •
in the fund?
                                                               Repurchase transaction
                                                                                                                 •
Fidelity International Equity Private Pool has the same
                                                               Reverse repurchase transaction
                                                                                                                 •
risks as its underlying Pool. The underlying Pool invests
                                                               Securities lending
                                                                                                                 •
primarily in equity securities of companies whose princi-
                                                               Series
                                                                                                                 •
pal business activities or interests are outside of the U.S.   Small company
                                                                                                                 •
and Canada. Its value will change when the prices of the
securities it invests in change.
                                                               Specialization
                                                                                                                               —
                                                               Tax risk                                                        —
The Pool’s value can change for other reasons. The
checklist below shows you which risks apply to this Pool.
                                                               Who should invest in this fund?
You’ll find a complete description of each risk starting
on page 7.                                                     You might want to consider this Pool if you are a long
                                                               term investor seeking international (i.e. non-Canadian or
                                                               U.S.) equity exposure. To invest in this Pool, you should
                                                               be able to accept an average level of risk.


                                                               Distribution policy
                                                               The corporation pays any ordinary taxable dividends in
                                                               November and capital gains dividends in January of
                                                               each year and may distribute at other times during
                                                               the year.




33                                                                                                          FIDELITY INVESTMENTS
                                                                                                                                    Fidelity International Equity Private Pool
For Series S5, Series S8, Series I5, Series I8, Series F5      Fund expenses indirectly borne
and Series F8 shares, the Corporation will also make
monthly distributions of a return of capital on the last
                                                               by investors
business day of each month. For Series S5, Series S8,          You don’t pay the Pool’s expenses directly, but they will
Series I5, Series I8, Series F5 and Series F8 shares, any      reduce the Pool’s returns. This table shows how much
ordinary taxable dividends paid by the Corporation in          the Pool would pay in expenses on a $1,000 invest-
November and any capital gains dividends paid by the           ment that has a 5% annual return.
Corporation in January of each year will be automati-          Fees and expenses
                                                               payable over                 1 year   3 years   5 years   10 years
cally reinvested in additional shares of the Pool.
                                                               Series B                $    21.53    67.86     118.94    270.74
A return of capital distribution is not taxable but
                                                               Series F                $    10.76    33.93      59.47    135.37
reduces the adjusted cost base of your Securities.
                                                               Series F5               $    10.76    33.93      59.47    135.37
Generally, this means that you will realize a larger capital
gain (or smaller capital loss) when you redeem your            Series F8               $    10.76    33.93      59.47    135.37

Securities than if you had not received the return of cap-     Series I                $    24.19    76.26     133.67    304.26
ital. You should not confuse this cash flow distribution        Series I5               $    24.19    76.26     133.67    304.26
with a Pool’s rate of return or yield. Please see Income       Series I8               $    24.19    76.26     133.67    304.26
tax considerations for investors for more information.         Series S5               $    21.53    67.86     118.94    270.74
The aggregate monthly distributions that are made on           Series S8               $    21.53    67.86     118.94    270.74
Series S5, Series I5 and Series F5 shares of the Pool
each year are expected to be between approximately
4% and 6% of the average net asset value of the Pool
over that year. For Series S8, Series I8 and Series F8
shares of the Pool, the aggregate monthly distribu-
tions each year are expected to be between
approximately 6% and 10% of the average net asset
value of the Pool over that year. We may adjust the
per share distribution amounts from time to time as
may be necessary to keep monthly distributions gen-
erally within these percentage ranges.
Dividends and distributions on shares held in Fidelity
registered plans are always reinvested in additional
shares of the same series of the Pool. Subject to the
automatic reinvestment of ordinary taxable dividends
and capital gains dividends, dividends and distribu-
tions on shares held in other registered plans or in non
registered accounts are reinvested in additional shares
of the same series of the Pool unless you tell us in writ-
ing that you want to receive them in cash. Cash
dividends and distributions can be paid directly to your
bank account by way of electronic funds transfer. We
may charge you a fee of $25 for each cash dividend or
distribution you request by cheque.




SIMPLIFIED PROSPECTUS 2010                                                                                                   34
EQUITY POOLS




Fidelity International Equity Currency Neutral Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                                   Fidelity International Equity Private Pool / Fidelity International Equity Currency Neutral Private Pool
Fund details                                                                The underlying Pool’s specific investments may or may
                                                                            not be included in the MSCI EAFE Index. If the invest-
Fund type            International equity                                   ment is not included in the index, the portfolio manager
Date started         Series B, Series S5, Series S8, Series I, Series I5,   can decide which sector or geographic region it
                     Series I8, Series F, Series F5 and Series F8 –         belongs to. The portfolio manager regularly reviews the
                     September 21, 2009                                     target allocations and rebalances the allocations, when
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,   he believes it is appropriate.
                     Series I8, Series F, Series F5 and Series F8 shares
                     of a class of a mutual fund corporation                When buying and selling securities for the underlying
                                                                            Pool, we examine each company’s potential for success in
Eligibility for      The shares are qualified investments for
registered plans     registered plans.                                      light of its current financial condition, its industry position,
                                                                            and economic and market conditions. We consider fac-
                                                                            tors like growth potential, earnings estimates, cash flow
What does the fund invest in?                                               and quality of management. In determining if a compa-
                                                                            ny’s principal business activities or interests are outside
Investment objective                                                        the U.S. or Canada, we look at factors such as location of
The Pool’s objective is to seek long term capital                           the company’s assets, personnel, sales and earnings.
appreciation.
                                                                            The underlying Pool may invest in small, medium and
It seeks a return similar to its underlying Pool Fidelity                   large companies. It may invest in all types of equity secu-
International Equity Investment Trust, by investing sub-                    rities, including, without limitation, common shares,
stantially all of its assets in securities of that Pool. The Pool           preferred shares and other forms of capital stock (such as
uses derivatives to try to minimize the exposure to currency                income trust units), securities that are convertible into
fluctuations between foreign currencies in developed mar-                    equity securities, and depository receipts for these securi-
kets (such as the Euro or the Yen) and the Canadian dollar.                 ties. It may hold cash and fixed-income securities. It may
The Pool may also hedge against other foreign currencies.                   also enter into repurchase transactions, reverse repur-
                                                                            chase transactions, and securities lending transactions.
We can’t change the investment objective of the Pool
unless we get approval from a majority of shareholders                      The Pool and the underlying Pool may use derivatives like
of the Pool who vote at a special meeting we call.                          options, futures, forward contracts and swaps. The Pool
                                                                            will use forward contracts to hedge as completely as pos-
Investment strategies                                                       sible against fluctuations caused by changes in exchange
                                                                            rates between developed market foreign currencies and
The underlying Pool, which is also managed by Fidelity,
                                                                            the Canadian dollar. Therefore, generally, the Pool will
seeks long term capital appreciation by investing prima-
                                                                            not benefit from an increase in the value of foreign cur-
rily in equities of companies that have their principal
                                                                            rencies against the Canadian dollar. Please read “What
business activities or interests outside of the United
                                                                            are the risks of investing in the fund?” below for infor-
States and Canada.                                                          mation about the risks of the currency hedging strategy.
The underlying Pool employs an approach that combines                       The underlying Pool may use derivatives to hedge
fundamental stock selection with quantitative risk control.                 against losses caused by changes in securities prices or
The underlying Pool aims to invest in the sectors and                       exchange rates, and may also use these derivatives as a
regions of the MSCI EAFE Index in approximately the same                    substitute for a stock, stock market or other security
proportion as those sectors and regions are represented
in that index. The portfolio manager chooses investments
                                                                              What are the Regions?
based on input from a team of analysts who thoroughly
                                                                              The MSCI EAFE Index is comprised of the following regions, with an
review each company’s management, financial conditions
                                                                              emphasis on developed market countries in those regions: Japan,
and potential for earnings growth over the long term.
                                                                              the United Kingdom, Europe ex-UK, and Asia Pacific ex-Japan.


35                                                                                                                          FIDELITY INVESTMENTS
                                                                                                                                          Fidelity International Equity Currency Neutral Private Pool
which is known as a “non-hedging” purpose. The Pool           companies whose principal business activities or interests
and the underlying Pool will only use derivatives in          are outside of the U.S. and Canada. Its value will change
accordance with the limits, restrictions and practices set    when the prices of the securities it invests in change.
by Canadian securities regulations. The underlying Pool
                                                              Generally, the use of forward contracts to hedge as
may also use derivatives as permitted under the terms
                                                              completely as possible against currency fluctuations
of exemptive relief obtained from the securities regula-
                                                              between developed market foreign currencies and the
tors. See Regulatory exemptions in connection with the
                                                              Canadian dollar will not result in the impact of currency
use of derivatives on page 16 for details of the regulato-
                                                              fluctuations being eliminated altogether. The Pool’s
ry exemptions granted to the underlying Pool.
                                                              returns will differ from the local currency returns of the
Because a practical and economic market for hedging           underlying Pool’s investments. Furthermore, during
emerging market currencies does not exist, the Pool           times of extreme market stress or volatility the Pool
currently only hedges its developed market currency           may not be able to prevent losses from exposure to
exposure. The Pool may hedge its emerging market              foreign currency.
currency exposure in the future if it becomes practical
                                                              Please refer to Derivative risk on page 9 for more infor-
to do so.
                                                              mation about the risks of using forward contracts.
Derivatives, repurchase transactions, reverse repur-
                                                              The Pool’s value can change for other reasons. The
chase transactions and securities lending transactions
                                                              checklist below shows you which risks apply to this
(described on pages 9 and 12) will be used in conjunc-
                                                              Pool. You’ll find a complete description of each risk
tion with the underlying Pool’s other investment
                                                              starting on page 7.
strategies to seek enhanced returns.
The Pool may enter into reverse repurchase transactions       Risk checklist
to earn interest on cash balances. The Pool will only do                                       Main risk   Additional risk   Not a risk
so, if there are suitable counterparties available and if
                                                              Asset-backed securities and
the transactions are considered appropriate. See page
12 for a description of reverse repurchase transactions.
                                                              mortgage-backed securities                        •
The underlying Pool may depart from its investment
                                                              Class/Series
                                                                                                                •
objective by temporarily investing most or all of its
                                                              Concentration
                                                                                                                •
assets in cash or fixed-income securities issued or
                                                              Credit                                            •
guaranteed by a Canadian or U.S. government, gov-             Currency
                                                                                                                •
ernment agency or company to try to protect it during
a market downturn or for other reasons.
                                                              Derivative
                                                                                                 •
                                                              Equity
                                                                                                 •
The portfolio manager may actively trade the underlying
Pool’s investments. This can increase trading costs, which
                                                              Foreign investment
                                                                                                 •
may lower the underlying Pool’s returns. It also increas-
                                                              Income trust
                                                                                                                •
es the possibility that you'll receive taxable capital
                                                              Interest rate
                                                                                                                •
gains if you hold the Pool in a non-registered account.       Large transaction
                                                                                                                •
                                                              Liquidity
                                                                                                                •
What are the risks of investing
                                                              Portfolio Management
                                                                                                                •
in the fund?
                                                              Repurchase transaction                            •
Fidelity International Equity Currency Neutral Private Pool
                                                              Reverse repurchase transaction
                                                                                                                •
has many of the same risks as its underlying Pool. The
                                                              Securities lending
                                                                                                                •
underlying Pool invests primarily in equity securities of     Series                                            •
SIMPLIFIED PROSPECTUS 2010                                                                                                          36
EQUITY POOLS




Fidelity International Equity Currency Neutral Private Pool, continued




                                                                                                                                                 Fidelity International Equity Currency Neutral Private Pool
                                 Main risk   Additional risk   Not a risk   The aggregate monthly distributions that are made on
                                                                            Series S5, Series I5 and Series F5 shares of the Pool each
Small company
                                                  •                         year are expected to be between approximately 4% and
Specialization
                                                                —           6% of the average net asset value of the Pool over that
Tax risk
                                                                —           year. For Series S8, Series I8 and Series F8 shares of the
As at August 16, 2010, investors held approximately                         Pool, the aggregate monthly distributions each year are
31.67% and 11.11%, respectively of the Securities of the                    expected to be between approximately 6% and 10% of
Pool. See Large transaction risk on page 11 for a                           the average net asset value of the Pool over that year.
description of the risks associated with possible                           We may adjust the per share distribution amounts from
redemption requests by these investors.                                     time to time as may be necessary to keep monthly dis-
                                                                            tributions generally within these percentage ranges.
                                                                            Dividends and distributions on shares held in Fidelity
Who should invest in this fund?                                             registered plans are always reinvested in additional
You might want to consider this Pool if you are a long                      shares of the same series of the Pool. Subject to the
term investor seeking international (i.e. non-Canadian or                   automatic reinvestment of ordinary taxable dividends
U.S.) equity exposure and wish to lower your risk of cur-                   and capital gains dividends, dividends and distributions
rency fluctuations between developed market foreign                          on shares held in other registered plans or in non regis-
currencies and Canadian dollars. To invest in this Pool,                    tered accounts are reinvested in additional shares of the
you should be able to accept an average level of risk.                      same series of the Pool unless you tell us in writing that
                                                                            you want to receive them in cash. Cash dividends and
                                                                            distributions can be paid directly to your bank account
Distribution policy                                                         by way of electronic funds transfer. We may charge you
The corporation pays any ordinary taxable dividends in                      a fee of $25 for each cash dividend or distribution you
November and capital gains dividends in January of each                     request by cheque.
year and may distribute at other times during the year.
For Series S5, Series S8, Series I5, Series I8, Series F5
and Series F8 shares, the Corporation will also make
                                                                            Fund expenses indirectly borne
monthly distributions of a return of capital on the last                    by investors
business day of each month. For Series S5, Series S8,                       You don’t pay the Pool’s expenses directly, but they will
Series I5, Series I8, Series F5 and Series F8 shares, any                   reduce the Pool’s returns. This table shows how much
ordinary taxable dividends paid by the Corporation in                       the Pool would pay in expenses on a $1,000 investment
November and any capital gains dividends paid by the                        that has a 5% annual return.
Corporation in January of each year will be automatical-                    Fees and expenses
ly reinvested in additional shares of the Pool.                             payable over                 1 year   3 years   5 years   10 years

                                                                            Series B                $    21.83    68.83     120.64    274.61
A return of capital distribution is not taxable but reduces
                                                                            Series F                $    11.07    34.90      61.17    139.24
the adjusted cost base of your Securities. Generally, this
means that you will realize a larger capital gain (or small-                Series F5               $    11.07    34.90      61.17    139.24
er capital loss) when you redeem your Securities than if                    Series F8               $    11.07    34.90      61.17    139.24
you had not received the return of capital. You should                      Series I                $    24.50    77.23     135.36    308.13
not confuse this cash flow distribution with a Pool’s rate                   Series I5               $    24.50    77.23     135.36    308.13
of return or yield. Please see Income tax considerations
                                                                            Series I8               $    24.60    77.55     135.93    309.42
for investors for more information.
                                                                            Series S5               $    21.83    68.83     120.64    274.61
                                                                            Series S8               $    21.83    68.83     120.64    274.61



37                                                                                                                     FIDELITY INVESTMENTS
Fidelity Global Equity Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                                 Fidelity International Equity Currency Neutral Private Pool / Fidelity Global Equity Private Pool
Fund details                                                                belongs to. The portfolio manager regularly reviews
                                                                            the target allocations and rebalances the allocations,
Fund type            Global equity                                          when he believes it is appropriate.
Date started         Series B, Series S5, Series S8, Series I, Series I5    The Pool may invest in small, medium and large com-
                     and Series I8 – October 31, 2008, Series F, Series
                     F5 and Series F8 – September 21, 2009                  panies. It may invest in all types of equity securities,
                                                                            including, without limitation, common shares, pre-
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,
                     Series I8, Series F, Series F5 and Series F8 shares    ferred shares and other forms of capital stock (such as
                     of a class of a mutual fund corporation                income trust units), securities that are convertible into
Eligibility for      The shares are qualified investments for                equity securities, and depository receipts for these
registered plans     registered plans.                                      securities. It may hold cash and fixed-income securi-
                                                                            ties. The Pool may also enter into repurchase
                                                                            transactions, reverse repurchase transactions and secu-
What does the fund invest in?                                               rities lending transactions.

Investment objective                                                        The Pool may use derivatives like options, futures, for-
The Pool’s investment objective is to seek long term                        ward contracts and swaps to hedge—or
capital appreciation. It seeks a return similar to its                      protect—against losses caused by changes in securi-
underlying Pool, Fidelity Global Equity Investment                          ties prices or exchange rates. It may also use these
Trust by investing substantially all of its assets in units of              derivatives as a substitute for a stock or, stock market,
that Pool.                                                                  or other security which is known as a “non-hedging”
                                                                            purpose. The Pool and the underlying Pool will only
We can’t change the investment objective of the Pool                        use derivatives in accordance with the limits, restric-
unless we get approval from a majority of shareholders                      tions and practices set by Canadian securities
of the Pool who vote at a special meeting we call.                          regulations. The underlying Pool may also use deriva-
                                                                            tives or as permitted under the terms of exemptive
Investment strategies                                                       relief obtained from the securities regulators. See
The underlying Pool seeks long term capital apprecia-                       Regulatory exemptions in connection with the use of
tion primarily through investments in equity securities                     derivatives on page 16 for details of the regulatory
of companies anywhere in the world. The following                           exemptions granted to the Pool.
strategies relate to the underlying Pool.
                                                                            Derivatives, repurchase transactions, reverse repur-
The Pool employs an approach that combines funda-                           chase transactions and securities lending transactions
mental stock selection with quantitative risk control.                      (described on pages 9 and 12) will be used in conjunc-
The Pool aims to invest in the regions and sectors of                       tion with the Pools other strategies to seek enhanced
the MSCI World Index in approximately the same pro-                         returns.
portion as those regions and sectors are represented
in the index. The portfolio manager chooses invest-
ments based on input from a team of analysts who
thoroughly review each company’s management, finan-
cial conditions and potential for earnings growth over
the long term.
                                                                             What are the Regions?
The specific investments made by the Pool may or may                          The MSCI World Index is made up of over 1500 companies in
not be included in the MSCI World Index. If the invest-                      developed market countries. The companies are divided into 5
ment is not included in the index, the portfolio                             regions: North America, Japan, The United Kingdom, Europe
manager can decide which geographic region it                                ex-UK, and Asia Pacific ex-Japan.



SIMPLIFIED PROSPECTUS 2010                                                                                                                  38
EQUITY POOLS




Fidelity Global Equity Private Pool, continued




                                                                                                                                                        Fidelity Global Equity Private Pool
The Pool may depart from its investment objective by                                                         Main risk   Additional risk   Not a risk
temporarily investing most or all of its assets in cash or
fixed-income securities issued or guaranteed by a
                                                                            Repurchase transaction
                                                                                                                              •
Canadian or U.S. government, government agency or
                                                                            Reverse repurchase transaction
                                                                                                                              •
company to try to protect it during a market downturn                       Securities lending
                                                                                                                              •
or for other reasons.                                                       Series
                                                                                                                              •
The portfolio manager may actively trade the Pool’s                         Small company
                                                                                                                              •
investments. This can increase trading costs, which may
lower the Pool’s returns. It also increases the possibility
                                                                            Specialization
                                                                                                                                            —
that you’ll receive taxable capital gains if you hold the
                                                                            Tax risk
                                                                                                                                            —
Pool in a non registered account.                                           As at August 16, 2010, investors held approximately
                                                                            12.74% and 15.08%, respectively of the Securities of the
                                                                            Pool. See Large transaction risk on page 11 for a
What are the risks of investing                                             description of the risks associated with possible
in the fund?                                                                redemption requests by these investors.
Fidelity Global Equity Private Pool has the same risks as
its underlying Pool. The underlying Pool invests primari-                   Who should invest in this fund?
ly in equity securities of companies anywhere in the
                                                                            You might want to consider this Pool if you are a long
world. Its value will change when the prices of the secu-
                                                                            term investor seeking global equity exposure. To invest
rities it invests in change.
                                                                            in this Pool, you should be able to accept an average
The Pool’s value can change for other reasons. The                          level of risk.
checklist below shows you which risks apply to this Pool.
You’ll find a complete description of each risk starting
on page 7.                                                                  Distribution policy
                                                                            The corporation pays any ordinary taxable dividends in
Risk checklist                                                              November and capital gains dividends in January of
                                 Main risk   Additional risk   Not a risk
                                                                            each year and may distribute at other times during
                                                                            the year.
Asset-backed securities and
mortgage-backed securities
                                                  •                         For Series S5, Series S8, Series I5, Series I8, Series F5
Class/Series
                                                  •                         and Series F8 shares, the Corporation will also make
                                                                            monthly distributions of a return of capital on the last
Concentration
                                                  •                         business day of each month. For Series S5, Series S8,
Credit
                                                  •                         Series I5, Series I8, Series F5 and Series F8 shares, any
Currency
                                   •                                        ordinary taxable dividends paid by the Corporation in
Derivative
                                                  •                         November and any capital gains dividends paid by the
Equity
                                   •                                        Corporation in January of each year will be automatical-
                                                                            ly reinvested in additional shares of the Pool.
Foreign investment
                                   •
Income trust
                                                  •
Interest rate
                                                  •
Large transaction                                 •
Liquidity
                                                  •
Portfolio Management
                                                  •
39                                                                                                                       FIDELITY INVESTMENTS
                                                                                                                                   Fidelity Global Equity Private Pool
A return of capital distribution is not taxable but reduces   Fund expenses indirectly borne
the adjusted cost base of your Securities. Generally,
this means that you will realize a larger capital gain (or
                                                              by investors
smaller capital loss) when you redeem your Securities         You don’t pay the Pool’s expenses directly, but they will
than if you had not received the return of capital. You       reduce the Pool’s returns. This table shows how much
should not confuse this cash flow distribution with a          the Pool would pay in expenses on a $1,000 invest-
Pool’s rate of return or yield. Please see Income tax         ment that has a 5% annual return.
considerations for investors for more information.            Fees and expenses
                                                              payable over                 1 year   3 years   5 years   10 years
The aggregate monthly distributions that are made on          Series B                $    21.53    67.86     118.94    270.74
Series S5, Series I5 and Series F5 shares of the Pool
                                                              Series F                $    10.76    33.93      59.47    135.37
each year are expected to be between approximately
                                                              Series F5               $    10.76    33.93      59.47    135.37
4% and 6% of the average net asset value of the Pool
over that year. For Series S8, Series I8 and Series F8        Series F8               $    10.76    33.93      59.47    135.37

shares of the Pool, the aggregate monthly distributions       Series I                $    24.19    76.26     133.67    304.26
each year are expected to be between approximately            Series I5               $    24.19    76.26     133.67    304.26
6% and 10% of the average net asset value of the Pool         Series I8               $    24.19    76.26     133.67    304.26
over that year. We may adjust the per share distribu-         Series S5               $    21.53    67.86     118.94    270.74
tion amounts from time to time as may be necessary to
                                                              Series S8               $    21.53    67.86     118.94    270.74
keep monthly distributions generally within these per-
centage ranges.
Dividends and distributions on shares held in Fidelity
registered plans are always reinvested in additional
shares of the same series of the Pool. Subject to the
automatic reinvestment of ordinary taxable dividends
and capital gains dividends, dividends and distribu-
tions on shares held in other registered plans or in non
registered accounts are reinvested in additional shares
of the same series of the Pool unless you tell us in writ-
ing that you want to receive them in cash. Cash
dividends and distributions can be paid directly to your
bank account by way of electronic funds transfer or by
cheque. We may charge you a fee of $25 for each cash
dividend or distribution you request by cheque.




SIMPLIFIED PROSPECTUS 2010                                                                                                  40
EQUITY POOLS




Fidelity Global Equity Currency Neutral Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                            Fidelity Global Equity Private Pool / Fidelity Global Equity Currency Neutral Private Pool
Fund details                                                                The specific investments made by the underlying Pool
                                                                            may or may not be included in the MSCI World Index. If
Fund type            Global equity                                          the investment is not included in the index, the portfolio
Date started         Series B, Series S5, Series S8, Series I, Series I5,   manager can decide which geographic region it
                     Series I8, Series F, Series F5 and Series F8 –         belongs to. The portfolio manager regularly reviews the
                     September 21, 2009                                     target allocations and rebalances the allocations, when
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,   he believes it is appropriate.
                     Series I8, Series F, Series F5 and Series F8 shares
                     of a class of a mutual fund corporation                The underlying Pool may invest in small, medium and
Eligibility for      The shares are qualified investments for                large companies. It may invest in all types of equity
registered plans     registered plans.                                      securities, including, without limitation, common shares,
                                                                            preferred shares and other forms of capital stock (such
                                                                            as income trust units), securities that are convertible into
What does the fund invest in?                                               equity securities, and depository receipts for these secu-
                                                                            rities. It may hold cash and fixed-income securities. The
Investment objective
                                                                            underlying Pool may also enter into repurchase transac-
The Pool’s investment objective is to seek long term                        tions, reverse repurchase transactions and securities
capital appreciation. It seeks a similar return to its                      lending transactions.
underlying Pool, Fidelity Global Equity Investment Trust
by investing substantially all of its assets in units of that               The Pool and the underlying Pool may use derivatives
Pool. The Pool uses derivatives to try to minimize the                      like options, futures, forward contracts and swaps. The
exposure to currency fluctuations between foreign cur-                       Pool will use forward contracts to hedge as completely
rencies in developed markets (such as the U.S. dollar,                      as possible against fluctuations caused by changes in
the Euro or the Yen) and the Canadian dollar. The Pool                      exchange rates between developed market foreign cur-
may also hedge against other foreign currencies.                            rencies and the Canadian dollar. Therefore, generally,
                                                                            the Pool will not benefit from an increase in the value of
We can’t change the investment objective of the Pool                        foreign currencies against the Canadian dollar. Please
unless we get approval from a majority of shareholders                      read “What are the risks of investing in the fund?”
of the Pool who vote at a special meeting we call.                          below for information about the risks of the currency
                                                                            hedging strategy.
Investment strategies
                                                                            The underlying Pool may use derivatives to hedge
The underlying Pool, which is also managed by Fidelity,
                                                                            against losses caused by changes in securities prices or
seeks long term capital appreciation primarily through
                                                                            exchange rates, and may also use these derivatives as a
investments in equity securities of companies anywhere
                                                                            substitute for a stock, stock market or other security
in the world.
                                                                            which is known as a “non-hedging” purpose. The Pool
The underlying Pool employs an approach that com-                           and the underlying Pool will only use derivatives in
bines fundamental stock selection with quantitative risk                    accordance with the limits, restrictions and practices set
control. The underlying Pool aims to invest in the                          by Canadian securities regulations. The underlying Pool
regions and sectors of the MSCI World Index in approxi-                     may also use derivatives as permitted under the terms
mately the same proportion as those regions and                             of exemptive relief obtained from the securities regula-
sectors are represented in the index. The portfolio man-                    tors. See Regulatory exemptions in connection with the
ager chooses investments based on input from a team                         use of derivatives on page 16 for details of the regulato-
of analysts who thoroughly review each company’s man-                       ry exemptions granted to the underlying Pool.
agement, financial conditions and potential for earnings
growth over the long term.



41                                                                                                                   FIDELITY INVESTMENTS
                                                                                                                                             Fidelity Global Equity Currency Neutral Private Pool
  What are the Regions?                                          Generally, the use of forward contracts to hedge as
  The MSCI World Index is made up of over 1500 companies in      completely as possible against currency fluctuations
  developed market countries. The companies are divided into 5   between developed market foreign currencies and the
  regions: North America, Japan, The United Kingdom, Europe      Canadian dollar will not result in the impact of currency
  ex-UK, and Asia Pacific ex-Japan.                               fluctuations being eliminated altogether. The Pool’s
                                                                 returns will differ from the local currency returns of the
Because a practical and economic market for hedging              underlying Pool’s investments. Furthermore, during times
emerging market currencies does not exist, the Pool              of extreme market stress or volatility the Pool may not be
currently only hedges its developed market currency              able to prevent losses from exposure to foreign currency.
exposure. The Pool may hedge its emerging market                 Please refer to Derivative risk on page 9 for more infor-
currency exposure in the future if it becomes practical          mation about the risks of using forward contracts.
to do so.
                                                                 The Pool’s value can change for other reasons. The
Derivatives, repurchase transactions, reverse repur-             checklist below shows you which risks apply to this
chase transactions and securities lending transactions           Pool. You’ll find a complete description of each risk
(described on pages 9 and 12) will be used in conjunc-           starting on page 7.
tion with the underlying Pools other strategies to seek
enhanced returns.                                                Risk checklist
The Pool may enter into reverse repurchase transactions                                           Main risk   Additional risk   Not a risk

to earn interest on cash balances. The Pool will only do         Asset-backed securities and
so, if there are suitable counterparties available and if        mortgage-backed securities
                                                                                                                   •
the transactions are considered appropriate. See page
12 for a description of reverse repurchase transactions.
                                                                 Class/Series
                                                                                                                   •
                                                                 Concentration
                                                                                                                   •
The underlying Pool may depart from its investment
objective by temporarily investing most or all of its
                                                                 Credit
                                                                                                                   •
assets in cash or fixed-income securities issued or
                                                                 Currency                                          •
guaranteed by a Canadian or U.S. government, gov-                Derivative
                                                                                                    •
ernment agency or company to try to protect it during            Equity
                                                                                                    •
a market downturn or for other reasons.                          Foreign investment                 •
The portfolio manager may actively trade the underlying          Income trust
                                                                                                                   •
Pool’s investments. This can increase trading costs, which       Interest rate
                                                                                                                   •
may lower the underlying Pool’s returns. It also increas-
es the possibility that you’ll receive taxable capital
                                                                 Large transaction
                                                                                                                   •
gains if you hold the Pool in a non-registered account.
                                                                 Liquidity
                                                                                                                   •
                                                                 Portfolio Management
                                                                                                                   •
What are the risks of investing
                                                                 Repurchase transaction
                                                                                                                   •
in the fund?
                                                                 Reverse repurchase transaction
                                                                                                                   •
Fidelity Global Equity Currency Neutral Private Pool
                                                                 Securities lending
                                                                                                                   •
has many of the same risks as its underlying Pool. The
                                                                 Series
                                                                                                                   •
underlying Pool invests primarily in equity securities of        Small company                                     •
companies anywhere in the world. Its value will change           Specialization
                                                                                                                                 —
when the prices of the securities it invests in change.          Tax risk
                                                                                                                                 —

SIMPLIFIED PROSPECTUS 2010                                                                                                             42
EQUITY POOLS / BALANCED POOLS




Fidelity Global Equity Currency Neutral Private Pool, continued




                                                                                                                                       Fidelity Global Equity Currency Neutral Private Pool
As at August 16, 2010, investors held approximately               each year are expected to be between approximately
16.68% and 30.54%, respectively of the Securities of the          6% and 10% of the average net asset value of the Pool
Pool. See Large transaction risk on page 11 for a                 over that year. We may adjust the per share distribution
description of the risks associated with possible                 amounts from time to time as may be necessary to keep
redemption requests by these investors.                           monthly distributions generally within these percentage
                                                                  ranges.

Who should invest in this fund?                                   Dividends and distributions on shares held in Fidelity
                                                                  registered plans are always reinvested in additional
You might want to consider this Pool if you are a long
                                                                  shares of the same series of the Pool. Subject to the
term investor seeking global equity exposure and wish
                                                                  automatic reinvestment of ordinary taxable dividends
to lower your risk of currency fluctuations between
                                                                  and capital gains dividends, dividends and distributions
developed market foreign currencies and Canadian dol-
                                                                  on shares held in other registered plans or in non regis-
lars. To invest in this Pool, you should be able to accept
                                                                  tered accounts are reinvested in additional shares of the
an average level of risk.
                                                                  same series of the Pool unless you tell us in writing that
                                                                  you want to receive them in cash. Cash dividends and
Distribution policy                                               distributions can be paid directly to your bank account
                                                                  by way of electronic funds transfer or by cheque. We
The corporation pays any ordinary taxable dividends in
                                                                  may charge you a fee of $25 for each cash dividend or
November and capital gains dividends in January of
                                                                  distribution you request by cheque.
each year and may distribute at other times during
the year.
For Series S5, Series S8, Series I5, Series I8, Series F5         Fund expenses indirectly borne
and Series F8 shares, the Corporation will also make              by investors
monthly distributions of a return of capital on the last          You don’t pay the Pool’s expenses directly, but they will
business day of each month. For Series S5, Series S8,             reduce the Pool’s returns. This table shows how much
Series I5, Series I8, Series F5 and Series F8 shares, any         the Pool would pay in expenses on a $1,000 investment
ordinary taxable dividends paid by the Corporation in             that has a 5% annual return.
November and any capital gains dividends paid by the
                                                                  Fees and expenses
Corporation in January of each year will be automatical-          payable over                 1 year   3 years   5 years   10 years
ly reinvested in additional shares of the Pool.                   Series B                $    21.83    68.83     120.64    274.61
A return of capital distribution is not taxable but reduces       Series F                $    11.07    34.90      61.17    139.24
the adjusted cost base of your Securities. Generally, this        Series F5               $    11.07    34.90      61.17    139.24
means that you will realize a larger capital gain (or small-      Series F8               $    11.07    34.90      61.17    139.24
er capital loss) when you redeem your Securities than if
                                                                  Series I                $    24.50    77.23     135.36    308.13
you had not received the return of capital. You should
                                                                  Series I5               $    24.50    77.23     135.36    308.13
not confuse this cash flow distribution with a Pool’s rate
of return or yield. Please see Income tax considerations          Series I8               $    24.50    77.23     135.36    308.13

for investors for more information.                               Series S5               $    21.83    68.83     120.64    274.61
                                                                  Series S8               $    21.83    68.83     120.64    274.61
The aggregate monthly distributions that are made on
Series S5, Series I5 and Series F5 shares of the Pool
each year are expected to be between approximately
4% and 6% of the average net asset value of the Pool
over that year. For Series S8, Series I8 and Series F8
shares of the Pool, the aggregate monthly distributions

43                                                                                                           FIDELITY INVESTMENTS
Fidelity Balanced Income Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                           Fidelity Global Equity Currency Neutral Private Pool / Fidelity Balanced Income Private Pool
Fund details                                                                overall return. In general, the portfolio manager
                                                                            expects to make gradual changes in the asset mix
Fund type            Asset Allocation                                       rather than sudden shifts.
Date started         Series B, Series S5, Series S8, Series I, Series I5    The portfolio manager may change the underlying
                     and Series I8 – October 31, 2008, Series F, Series
                     F5 and Series F8 – September 21, 2009                  Pools or funds invested in, or the percentage of the
                                                                            Pool’s assets invested in a particular Pool or fund, at
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,
                     Series I8, Series F, Series F5 and Series F8 shares    any time.
                     of a mutual fund corporation
                                                                            The Pool may enter into repurchase transactions,
Eligibility for      Eligible for registered plans.                         reverse repurchase transactions and securities lending
registered plans
                                                                            transactions.
                                                                            The Pool’s underlying Pools and funds may use deriva-
What does the fund invest in?                                               tives like options, futures, forward contracts and swaps
                                                                            to hedge—or protect—against losses caused by
Investment objective
                                                                            changes in securities prices, interest rates or exchange
The Pool aims to achieve a combination of a steady                          rates. They may also use derivatives as a substitute for
flow of income with the potential for capital gains.                         a stock, stock market, or other security which is known
The Pool is geared towards income. It invests in under-                     as a “non-hedging” purpose.
lying Fidelity Pools and Funds that invest primarily in a                   The Pool’s underlying Pools and funds will only use
mix of equity and fixed-income securities                                    derivatives in accordance with the limits, restrictions
We can’t change the Pool’s investment objective unless                      and practices set by Canadian securities regulations or
we get approval from a majority of shareholders who                         under the terms of exemptive relief obtained from the
vote at a special meeting we call.                                          securities regulators. See Regulatory exemptions in
                                                                            connection with the use of derivatives on page 16 for
Investment strategies                                                       details of the regulatory exemptions granted to the
                                                                            Pools and funds.
The Pool uses an asset allocation strategy and is man-
aged in accordance with its targeted mix of underlying                      Derivatives, repurchase transactions, reverse repur-
Pools and funds, managed by Fidelity, that invest in                        chase transactions, and securities lending transactions
equity securities and fixed-income securities.                               (described on pages 9 and 12) will be used in conjunc-
Specifically, the Pool will invest in the Equity                             tion with the Pool’s other strategies to seek enhanced
Investment Trusts for its equity portion, and in Fidelity                   returns.
Canadian Bond Fund and Fidelity Canadian Money
                                                                            Interest rate swaps and credit default swaps are exam-
Market Fund (offered under a separate simplified
                                                                            ples of the types of swaps the underlying fund may
prospectus) for its fixed income and money market
                                                                            use. In an interest rate swap, a right to receive a pay-
portion. The portfolio manager can decide which asset
                                                                            ment based on a fixed interest rate is swapped for a
class an underlying Pool, fund or security belongs to
                                                                            right to receive a payment based on a floating interest
based on its investment characteristics.
                                                                            rate. In a credit default swap, a premium is swapped
The Pool’s neutral mix is 60% fixed-income and money                         for a right to receive a payment if an issuer of fixed-
market securities and 40% equity securities.                                income securities fails to make a required payment or
Depending on market conditions, the portfolio manag-                        if an event occurs that calls into question the creditwor-
er may vary the Pool’s asset mix by up to 10% from the                      thiness of the issuer.
neutral mix if he believes this will produce the best



SIMPLIFIED PROSPECTUS 2010                                                                                                            44
BALANCED POOLS




Fidelity Balanced Income Private Pool, continued




                                                                                                                                                         Fidelity Balanced Income Private Pool
The Pool or the underlying Pools and funds may depart                                                         Main risk   Additional risk   Not a risk
from their investment objectives by temporarily invest-
ing most or all of their assets in cash or fixed-income
                                                                             Interest rate
                                                                                                                •
securities issued or guaranteed by a Canadian or U.S.
                                                                             Large transaction
                                                                                                                               •
government, government agency or company to try to                           Liquidity
                                                                                                                               •
protect it during a market downturn or for other reasons.                    Portfolio Management
                                                                                                                               •
The portfolio managers of the Pool and the underlying                        Repurchase transaction
                                                                                                                               •
Pools and funds may actively trade their investments.
This can increase trading costs, which may lower the
                                                                             Reverse repurchase transaction
                                                                                                                               •
Pool’s returns. It also increases the possibility that you’ll
                                                                             Securities lending
                                                                                                                               •
receive taxable capital gains if you hold the Pool in a
                                                                             Series
                                                                                                                               •
non-registered account.                                                      Small company
                                                                                                                               •
                                                                             Specialization
                                                                                                                                             —
What are the risks of investing                                              Tax risk
                                                                                                                                             —
in the fund?
The Pool invests in a mix of underlying Pools and funds                      Who should invest in this fund?
which invest in a mix of equity securities and fixed-                         You might want to consider this Pool if you are a long
income securities. That means that the Pool is more                          term investor and you want the convenience of a diver-
diversified and generally less risky than Pools that invest                   sified portfolio in a single product. To invest in this
primarily in equities. It also means that its value can                      Pool, you should be able to accept a below average
change when the price of equity or fixed-income securi-                       level of risk.
ties change. There is a greater risk when more of the
Pool is invested in any one asset class.
                                                                             Distribution policy
The Pool’s value can change for other reasons. The Pool
                                                                             The corporation pays any ordinary taxable dividends in
has the same risks as its underlying Pools and funds.
                                                                             November and capital gains dividends in January of
The checklist below shows you which risks apply to the
                                                                             each year and may distribute at other times during
Pool. You’ll find a complete description of each risk
                                                                             the year.
starting on page 7.
                                                                             For Series S5, Series S8, Series I5, Series I8, Series F5
Risk checklist                                                               and Series F8 shares, the Corporation will also make
                                  Main risk   Additional risk   Not a risk
                                                                             monthly distributions of a return of capital on the last
                                                                             business day of each month. For Series S5, Series S8,
Asset-backed securities and
                                                                             Series I5, Series I8, Series F5 and Series F8 shares, any
mortgage-backed securities
                                                   •                         ordinary taxable dividends paid by the Corporation in
Class/Series
                                                   •                         November and any capital gains dividends paid by the
Concentration
                                                   •                         Corporation in January of each year will be automatical-
Credit
                                    •                                        ly reinvested in additional shares of the Pool.
Currency                            •
Derivative
                                                   •
Equity
                                    •
Foreign investment                  •
Income trust                                       •
45                                                                                                                        FIDELITY INVESTMENTS
                                                                                                                                   Fidelity Balanced Income Private Pool
A return of capital distribution is not taxable but reduces   Fund expenses indirectly borne
the adjusted cost base of your Securities. Generally,
this means that you will realize a larger capital gain (or
                                                              by investors
smaller capital loss) when you redeem your Securities         You don’t pay the Pool’s expenses directly, but they will
than if you had not received the return of capital. You       reduce the Pool’s returns. This table shows how much
should not confuse this cash flow distribution with a          the Pool would pay in expenses on a $1,000 invest-
Pool’s rate of return or yield. Please see Income tax         ment that has a 5% annual return.
considerations for investors for more information.            Fees and expenses
                                                              payable over                 1 year   3 years   5 years   10 years
The aggregate monthly distributions that are made on          Series B                $    18.86    59.46     104.21    237.22
Series S5, Series I5 and Series F5 shares of the Pool
                                                              Series F                $     8.10    25.53      44.74    101.85
each year are expected to be between approximately
                                                              Series F5               $     8.10    25.53      44.74    101.85
4.5% and 5.5% of the average net asset value of the
Pool over that year. For Series S8, Series I8 and Series      Series F8               $     8.10    25.53      44.74    101.85

F8 shares of the Pool, the aggregate monthly distribu-        Series I                $    21.53    67.86     118.94    270.74
tions each year are expected to be between                    Series I5               $    21.53    67.86     118.94    270.74
approximately 7.5% and 9% of the average net asset            Series I8               $    21.53    67.86     118.94    270.74
value of the Pool over that year. We may adjust the per       Series S5               $    18.86    59.46     104.21    237.22
share distribution amounts from time to time as may
                                                              Series S8               $    18.86    59.46     104.21    237.22
be necessary to keep monthly distributions generally
within these percentage ranges.
Dividends and distributions on shares held in Fidelity
registered plans are always reinvested in additional
shares of the same series of the Pool. Subject to the
automatic reinvestment of ordinary taxable dividends
and capital gains dividends, dividends and distribu-
tions on shares held in other registered plans or in non
registered accounts are reinvested in additional shares
of the same series of the fund unless you tell us in writ-
ing that you want to receive them in cash. Cash
dividends and distributions can be paid directly to your
bank account by way of electronic funds transfer or by
cheque. We may charge you a fee of $25 for each cash
dividend or distribution you request by cheque.




SIMPLIFIED PROSPECTUS 2010                                                                                                  46
BALANCED POOLS




Fidelity Balanced Income Currency Neutral Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                           Fidelity Balanced Income Private Pool / Fidelity Balanced Income Currency Neutral Private Pool
Fund details                                                                fixed income and money market portion. The portfolio
                                                                            manager can decide which asset class an underlying
Fund type            Asset Allocation                                       Pool, fund or security belongs to based on its investment
Date started         Series B, Series S5, Series S8, Series I, Series I5,   characteristics.
                     Series I8, Series F, Series F5 and Series F8 –
                     September 21, 2009                                     The Pool’s neutral mix is 60% fixed-income and money
                                                                            market securities and 40% equity securities. Depending
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,
                     Series I8, Series F, Series F5 and Series F8 shares    on market conditions, the portfolio manager may vary
                     of a mutual fund corporation                           the Pool’s asset mix by up to 10% from the neutral mix if
Eligibility for      Eligible for registered plans.                         he believes this will produce the best overall return. In
registered plans                                                            general, the portfolio manager expects to make gradual
                                                                            changes in the asset mix rather than sudden shifts.

What does the fund invest in?                                               We may change the underlying Pools or funds invested
                                                                            in, or the percentage of the Pool’s assets invested in a
Investment objective                                                        particular Pool or fund, at any time.
The Pool aims to achieve a combination of a steady flow                      The Pool may enter into repurchase transactions,
of income with the potential for capital gains.                             reverse repurchase transactions and securities lending
The Pool is geared towards income. It invests primarily                     transactions.
in underlying Fidelity Pools and Funds that invest prima-                   The Pool and the underlying Pools or funds may use
rily in a mix of equity and fixed-income securities. The                     derivatives like options, futures, forward contracts and
Pool uses derivatives to try to minimize the exposure to                    swaps. The Pool will use forward contracts to hedge as
currency fluctuations between foreign currencies in                          completely as possible against fluctuations caused by
developed markets (such as the U.S. dollar, the Euro or                     changes in exchange rates between developed market
the Yen) and Canadian dollars. The Pool may also hedge                      foreign currencies and the Canadian dollar. Therefore,
against other foreign currencies.                                           generally, the Pool will not benefit from an increase in
We can’t change the Pool’s investment objective unless                      the value of foreign currencies against the Canadian
we get approval from a majority of shareholders who                         dollar. Please read “What are the risks of investing in the
vote at a special meeting we call.                                          fund?” below for information about the risks of the cur-
                                                                            rency hedging strategy.
Investment strategies                                                       The underlying Pools or funds may use derivatives to
The Pool uses an asset allocation strategy and is man-                      hedge against losses caused by changes in securities
aged in accordance with its targeted mix of underlying                      prices, interest rates or exchange rates, and may also
Pools and funds, managed by Fidelity, that invest in                        use these derivatives as a substitute for a stock, stock
equity securities and fixed-income securities. The Pool                      market or other security which is known as a “non-hedg-
will also seek to minimize it’s exposure to currency fluc-                   ing” purpose. The Pool, underlying Pools and/or funds
tuations between developed market foreign currencies                        will only use derivatives in accordance with the limits,
and Canadian dollars.                                                       restrictions and practices set by Canadian securities reg-
                                                                            ulations. The underlying Pool may also use derivatives
Specifically, the Pool will invest in the Equity Investment
                                                                            as permitted under the terms of exemptive relief
Trusts for its equity portion, and in Fidelity Canadian
                                                                            obtained from the securities regulators. See Regulatory
Bond Fund and Fidelity Canadian Money Market Fund
                                                                            exemptions in connection with the use of derivatives on
(offered under a separate simplified prospectus) for its
                                                                            page 16 for details of the regulatory exemptions grant-
                                                                            ed to the underlying Pool.



47                                                                                                                  FIDELITY INVESTMENTS
                                                                                                                                         Fidelity Balanced Income Currency Neutral Private Pool
Because a practical and economic market for hedging          What are the risks of investing
emerging market currencies does not exist, the Pool
currently only hedges its developed market currency
                                                             in the fund?
exposure. The Pool may hedge its emerging market             The Pool invests in a mix of underlying Pools and funds
currency exposure in the future if it becomes practical      which invest in a mix of equity securities and fixed-
to do so.                                                    income securities. That means that the Pool is more
                                                             diversified and generally less risky than Pools that
Derivatives, repurchase transactions, reverse repur-         invest primarily in equities. It also means that its value
chase transactions, and securities lending transactions      can change when the price of equity or fixed-income
(described on pages 9 and 12) will be used in conjunc-       securities change.
tion with the underlying Pools’ and funds other
                                                             Generally, the use of forward contracts to hedge as
strategies to seek enhanced returns.
                                                             completely as possible against currency fluctuations
Interest rate swaps and credit default swaps are exam-       between developed market foreign currencies and the
ples of the types of swaps the underlying fund may           Canadian dollar will not result in the impact of currency
use. In an interest rate swap, a right to receive a pay-     fluctuations being eliminated altogether. The Pool’s
ment based on a fixed interest rate is swapped for a          returns will differ from the local currency returns of the
right to receive a payment based on a floating interest       underlying Pools or fund’s investments. Furthermore,
rate. In a credit default swap, a premium is swapped         during times of extreme market stress or volatility the
for a right to receive a payment if an issuer of fixed-       Pool may not be able to prevent losses from exposure
income securities fails to make a required payment or        to foreign currency.
if an event occurs that calls into question the creditwor-   Please refer to Derivative risk on page 9 for more infor-
thiness of the issuer.                                       mation about the risks of using forward contracts.
The Pool may enter into reverse repurchase transac-          The Pool’s value can change for other reasons. The
tions to earn interest on cash balances. The Pool will       Pool has many of the same risks as its underlying Pools
only do so, if there are suitable counterparties avail-      and funds. The checklist below shows you which risks
able and if the transactions are considered                  apply to the Pool. You’ll find a complete description of
appropriate. See page 12 for a description of reverse        each risk starting on page 7.
repurchase transactions.
The underlying Pools and funds may each depart from          Risk checklist
their investment objectives by temporarily investing                                          Main risk   Additional risk   Not a risk

most or all of their assets in cash or fixed-income secu-     Asset-backed securities and
rities issued or guaranteed by a Canadian or U.S.            mortgage-backed securities
                                                                                                               •
government, government agency or company
to try to protect it during a market downturn or for
                                                             Class/Series                                      •
other reasons.
                                                             Concentration
                                                                                                               •
The portfolio managers of the underlying Pools and
                                                             Credit
                                                                                                •
funds may actively trade their investments. This can
                                                             Currency                                          •
increase trading costs, which may lower the underlying       Derivative
                                                                                                •
Pool’s and funds returns. It also increases the possibili-   Equity
                                                                                                •
ty that you’ll receive taxable capital gains if you hold
the Pool in a non-registered account.
                                                             Foreign investment
                                                                                                •
                                                             Income trust
                                                                                                               •
                                                             Interest rate
                                                                                                •
                                                             Large transaction
                                                                                                               •
SIMPLIFIED PROSPECTUS 2010                                                                                                         48
BALANCED POOLS




Fidelity Balanced Income Currency Neutral Private Pool, continued




                                                                                                                                                 Fidelity Balanced Income Currency Neutral Private Pool
                                 Main risk   Additional risk   Not a risk   The aggregate monthly distributions that are made on
                                                                            Series S5, Series I5 and Series F5 shares of the Pool each
Liquidity
                                                  •                         year are expected to be between approximately 4.5%
Portfolio Management
                                                  •                         and 5.5% of the average net asset value of the Pool over
Repurchase transaction
                                                  •                         that year. For Series S8, Series I8 and Series F8 shares of
Reverse repurchase transaction
                                                  •                         the Pool, the aggregate monthly distributions each year
                                                                            are expected to be between approximately 7.5% and
Securities lending
                                                  •                         9% of the average net asset value of the Pool over that
Series
                                                  •                         year. We may adjust the per share distribution amounts
Small company
                                                  •                         from time to time as may be necessary to keep monthly
Specialization
                                                                —           distributions generally within these percentage ranges.
Tax risk
                                                                —           Dividends and distributions on shares held in Fidelity
                                                                            registered plans are always reinvested in additional
                                                                            shares of the same series of the Pool. Subject to the
Who should invest in this fund?
                                                                            automatic reinvestment of ordinary taxable dividends
You might want to consider this Pool if you are a long term                 and capital gains dividends, dividends and distributions
investor and you want the convenience of a diversified                       on shares held in other registered plans or in non regis-
portfolio in a single product and wish to lower your risk of                tered accounts are reinvested in additional shares of the
currency fluctuations between developed market foreign                       same series of the fund unless you tell us in writing that
currencies and Canadian dollars. To invest in this Pool, you                you want to receive them in cash. Cash dividends and
should be able to accept a below average level of risk.                     distributions can be paid directly to your bank account
                                                                            by way of electronic funds transfer or by cheque. We
Distribution policy                                                         may charge you a fee of $25 for each cash dividend or
                                                                            distribution you request by cheque.
The corporation pays any ordinary taxable dividends in
November and capital gains dividends in January of each
year and may distribute at other times during the year.                     Fund expenses indirectly borne
For Series S5, Series S8, Series I5, Series I8, Series F5                   by investors
and Series F8 shares, the Corporation will also make                        You don’t pay the Pool’s expenses directly, but they will
monthly distributions of a return of capital on the last                    reduce the Pool’s returns. This table shows how much
business day of each month. For Series S5, Series S8,                       the Pool would pay in expenses on a $1,000 investment
Series I5, Series I8, Series F5 and Series F8 shares, any                   that has a 5% annual return.
ordinary taxable dividends paid by the Corporation in
                                                                            Fees and expenses
November and any capital gains dividends paid by the                        payable over                 1 year   3 years   5 years   10 years

Corporation in January of each year will be automatical-                    Series B                $    19.17    60.43     105.91    241.09
ly reinvested in additional shares of the Pool.                             Series F                $     8.41    26.50      46.44    105.72

A return of capital distribution is not taxable but reduces                 Series F5               $     8.41    26.50      46.44    105.72
the adjusted cost base of your Securities. Generally, this                  Series F8               $     8.41    26.50      46.44    105.72
means that you will realize a larger capital gain (or small-                Series I                $    21.83    68.83     120.64    274.61
er capital loss) when you redeem your Securities than if                    Series I5               $    21.83    68.83     120.64    274.61
you had not received the return of capital. You should
                                                                            Series I8               $    21.83    68.83     120.64    274.61
not confuse this cash flow distribution with a Pool’s rate
                                                                            Series S5               $    19.17    60.43     105.91    241.09
of return or yield. Please see Income tax considerations
for investors for more information.                                         Series S8               $    19.17    60.43     105.91    241.09



49                                                                                                                     FIDELITY INVESTMENTS
Fidelity Balanced Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                         Fidelity Balanced Income Currency Neutral Private Pool / Fidelity Balanced Private Pool
Fund details                                                                The portfolio manager may change the underlying Pools
                                                                            or funds invested in, or the percentage of the Pool’s
Fund type            Asset Allocation                                       assets invested in a particular Pool or fund, at any time.
Date started         Series B, Series S5, Series S8, Series I, Series I5    The Pool may enter into repurchase transactions,
                     and Series I8 – October 31, 2008, Series F, Series
                     F5 and Series F8 – September 21, 2009                  reverse repurchase transactions and securities lending
                                                                            transactions.
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,
                     Series I8, Series F, Series F5 and Series F8 shares    The Pool’s underlying Pools and funds may use
                     of a mutual fund corporation
                                                                            derivatives like options, futures, forward contracts and
Eligibility for      Eligible for registered plans.                         swaps to hedge—or protect—against losses caused by
registered plans
                                                                            changes in securities prices, interest rates or exchange
                                                                            rates. They may also use derivatives as a substitute for
What does the fund invest in?                                               a stock, stock market, or other securities which is
                                                                            known as a “non-hedging” purpose.
Investment objective
                                                                            The Pool’s underlying Pools and funds will only use
The Pool aims to achieve high total investment return.                      derivatives in accordance with the limits, restrictions
The Pool uses a balanced approach. It invests in                            and practices set by Canadian securities regulations or
underlying Fidelity Pools and Funds that invest primari-                    under the terms of exemptive relief obtained from the
ly in a mix of equity and fixed-income securities.                           securities regulators. See Regulatory exemptions in
                                                                            connection with the use of derivatives on page 16 for
We can’t change the Pool’s investment objective unless                      details of the regulatory exemptions granted to the
we get approval from a majority of shareholders who                         Pools and funds.
vote at a special meeting we call.
                                                                            Derivatives, repurchase transactions, reverse repur-
Investment strategies                                                       chase transactions, and securities lending transactions
                                                                            (described on pages 9 and 12) will be used in conjunc-
The Pool uses an asset allocation strategy and is man-
                                                                            tion with the Pool’s other strategies to seek enhanced
aged in accordance with its targeted mix of underlying
                                                                            returns.
Pools and funds, managed by Fidelity, that invest in
equity securities and fixed-income securities.                               Interest rate swaps and credit default swaps are exam-
Specifically, the Pool will invest in the Equity                             ples of the types of swaps the underlying fund may
Investment Trusts for its equity portion, and in Fidelity                   use. In an interest rate swap, a right to receive a pay-
Canadian Bond Fund and Fidelity Canadian Money                              ment based on a fixed interest rate is swapped for a
Market Fund (offered under a separate simplified                             right to receive a payment based on a floating interest
prospectus) for its fixed income and money market                            rate. In a credit default swap, a premium is swapped for
portion. The portfolio manager can decide which asset                       a right to receive a payment if an issuer of fixed-income
class an underlying Pool, fund or security belongs to                       securities fails to make a required payment or if an
based on its investment characteristics.                                    event occurs that calls into question the creditworthi-
                                                                            ness of the issuer.
The Pool’s neutral mix is 40% fixed-income and money
market securities and 60% equity securities. Depending                      The Pool or the underlying Pools and funds may depart
on market conditions, the portfolio manager may vary                        from their investment objectives by temporarily invest-
the Pool’s asset mix by up to 10% from the neutral mix if                   ing most or all of their assets in cash or fixed-income
he believes this will produce the best overall return. In                   securities issued or guaranteed by a Canadian or U.S.
general, the portfolio manager expects to make grad-                        government, government agency or company to try to
ual changes in the asset mix rather than sudden shifts.                     protect it during a market downturn or for other reasons.


SIMPLIFIED PROSPECTUS 2010                                                                                                         50
BALANCED POOLS




Fidelity Balanced Private Pool, continued




                                                                                                                                                         Fidelity Balanced Private Pool
The portfolio managers of the Pool and the underlying                                                         Main risk   Additional risk   Not a risk
Pools and funds may actively trade their investments.
This can increase trading costs, which may lower the
                                                                             Reverse repurchase transaction
                                                                                                                               •
Pool’s returns. It also increases the possibility that you’ll
                                                                             Securities lending
                                                                                                                               •
receive taxable capital gains if you hold the Pool in a                      Series
                                                                                                                               •
non-registered account.                                                      Small company
                                                                                                                               •
                                                                             Specialization
                                                                                                                                             —
What are the risks of investing                                              Tax risk
                                                                                                                                             —
in the fund?
The Pool invests in a mix of underlying Pools and funds                      Who should invest in this fund?
which invest in a mix of equity securities and fixed-                         You might want to consider this Pool if you are a long
income securities. That means that the Pool is more                          term investor and you want the convenience of a diver-
diversified and generally less risky than Pools that invest                   sified portfolio in a single product. To invest in this
primarily in equities. It also means that its value can                      Pool, you should be able to accept a below average
change when the price of equity or fixed-income securi-                       level of risk.
ties change. There is a greater risk when more of the
Pool is invested in any one asset class.
The Pool’s value can change for other reasons. The Pool
                                                                             Distribution policy
has the same risks as its underlying Pools and funds.                        The corporation pays any ordinary taxable dividends in
The checklist below shows you which risks apply to the                       November and capital gains dividends in January
Pool. You’ll find a complete description of each risk                         of each year and may distribute at other times during
starting on page 7.                                                          the year.
                                                                             For Series S5, Series S8, Series I5, Series I8, Series F5
Risk checklist                                                               and Series F8 shares, the Corporation will also make
                                  Main risk   Additional risk   Not a risk   monthly distributions of a return of capital on the last
Asset-backed securities and                                                  business day of each month. For Series S5, Series S8,
mortgage-backed securities                         •                         Series I5, Series I8, Series F5 and Series F8 shares, any
                                                                             ordinary taxable dividends paid by the corporation in
Class/Series
                                                   •                         November and any capital gains dividends paid by the
Concentration
                                                   •                         corporation in January of each year will be automatical-
Credit
                                    •                                        ly reinvested in additional shares of the Pool.
Currency
                                    •                                        A return of capital distribution is not taxable but reduces
Derivative
                                                   •                         the adjusted cost base of your Securities. Generally, this
Equity
                                    •                                        means that you will realize a larger capital gain (or
Foreign investment
                                    •                                        smaller capital loss) when you redeem your Securities
                                                                             than if you had not received the return of capital. You
Income trust
                                                   •                         should not confuse this cash flow distribution with a
Interest rate
                                    •                                        Pool’s rate of return or yield. Please see Income tax
Large transaction                                  •                         considerations for investors for more information.
Liquidity
                                                   •
Portfolio Management
                                                   •
Repurchase transaction                             •
51                                                                                                                        FIDELITY INVESTMENTS
                                                                                                                                Fidelity Balanced Private Pool
The aggregate monthly distributions that are made on       Fund expenses indirectly borne
Series S5, Series I5 and Series F5 shares of the Pool
each year are expected to be between approximately
                                                           by investors
4.5% and 5.5% of the average net asset value of the        You don’t pay the Pool’s expenses directly, but they will
Pool over that year. For Series S8, Series I8 and Series   reduce the Pool’s returns. This table shows how much
F8 shares of the Pool, the aggregate monthly distribu-     the Pool would pay in expenses on a $1,000 invest-
tions each year are expected to be between                 ment that has a 5% annual return.
approximately 7.5% and 9% of the average net asset         Fees and expenses
                                                           payable over                 1 year   3 years   5 years   10 years
value of the Pool over that year. We may adjust the
per share distribution amounts from time to time as        Series B                $    19.37    61.07     107.05    243.67

may be necessary to keep monthly distributions gen-        Series F                $     8.61    27.14      47.58    108.30
erally within these percentage ranges.                     Series F5               $     8.61    27.14      47.58    108.30

Dividends and distributions on shares held in Fidelity     Series F8               $     8.61    27.14      47.58    108.30

registered plans are always reinvested in additional       Series I                $    22.04    69.47     121.77    277.19
shares of the same series of the Pool. Subject to the      Series I5               $    22.04    69.47     121.77    277.19
automatic reinvestment of ordinary taxable dividends       Series I8               $    22.04    69.47     121.77    277.19
and capital gains dividends, dividends and distribu-       Series S5               $    19.37    61.07     107.05    243.67
tions on shares held in other registered plans or in
                                                           Series S8               $    19.37    61.07     107.05    243.67
non registered accounts are reinvested in additional
shares of the same series of the fund unless you tell us
in writing that you want to receive them in cash. Cash
dividends and distributions can be paid directly to
your bank account by way of electronic funds transfer
or by cheque. We may charge you a fee of $25 for each
cash dividend or distribution you request by cheque.




SIMPLIFIED PROSPECTUS 2010                                                                                               52
BALANCED POOLS




Fidelity Balanced Currency Neutral Private Pool
Class of Fidelity Capital Structure Corp.




                                                                                                                                           Fidelity Balanced Private Pool / Fidelity Balanced Currency Neutral Private Pool
Fund details                                                                The Pool’s neutral mix is 40% fixed-income and money
                                                                            market securities and 60% equity securities. Depending
Fund type            Asset Allocation                                       on market conditions, the portfolio manager may vary
Date started         Series B, Series S5, Series S8, Series I, Series I5,   the Pool’s asset mix by up to 10% from the neutral mix if
                     Series I8, Series F, Series F5 and Series F8 –         he believes this will produce the best overall return. In
                     September 21, 2009                                     general, the portfolio manager expects to make gradual
Type of securities   Series B, Series S5, Series S8, Series I, Series I5,   changes in the asset mix rather than sudden shifts.
                     Series I8, Series F, Series F5 and Series F8 shares
                     of a mutual fund corporation                           The portfolio manager may change the underlying Pools
Eligibility for      Eligible for registered plans.                         or funds invested in, or the percentage of the Pool’s
registered plans                                                            assets invested in a particular Pool or fund, at any time.
                                                                            The Pool may enter into repurchase transactions,
What does the fund invest in?                                               reverse repurchase transactions and securities lending
                                                                            transactions.
Investment objective
                                                                            The Pool and the underlying Pools and funds may use
The Pool aims to achieve high total investment return.                      derivatives like options, futures, forward contracts and
The Pool uses a balanced approach. It invests primarily                     swaps. The Pool will use forward contracts to hedge as
in underlying Fidelity Pools and Funds that invest prima-                   completely as possible against fluctuations caused by
rily in a mix of equity and fixed-income securities. The                     changes in exchange rates between developed market
Pool uses derivatives to try to minimize the exposure to                    foreign currencies and the Canadian dollar. Therefore,
currency fluctuations between foreign currencies in                          generally, the Pool will not benefit from an increase in
developed markets (such as the U.S. dollar, the Euro or                     the value of foreign currencies against the Canadian
the Yen) and Canadian dollars. The Pool may also hedge                      dollar. Please read “What are the risks of investing in the
against other foreign currencies.                                           fund?” below for information about the risks of the cur-
                                                                            rency hedging strategy.
We can’t change the Pool’s investment objective unless
we get approval from a majority of shareholders who                         The underlying Pools or funds may use derivatives to
vote at a special meeting we call.                                          hedge against losses caused by changes in securities
                                                                            prices, interest rates or exchange rates, and may also
Investment strategies                                                       use these derivatives as a substitute for a stock, stock
                                                                            market or other security which is known as a “non-hedg-
The Pool uses an asset allocation strategy and is man-
                                                                            ing” purpose. The Pool and the underlying Pools and
aged in accordance with its targeted mix of underlying
                                                                            funds will only use derivatives in accordance with the
Pools and funds, managed by Fidelity, that invest in
                                                                            limits, restrictions and practices set by Canadian securi-
equity securities and fixed-income securities.
                                                                            ties regulations. The underlying Pool may also use
Specifically, the Pool will invest in the Equity Investment                  derivatives as permitted under the terms of exemptive
Trusts for its equity portion, and in Fidelity Canadian                     relief obtained from the securities regulators. See
Bond Fund and Fidelity Canadian Money Market Fund                           Regulatory exemptions in connection with the use of
(offered under a separate simplified prospectus) for its                     derivatives on page 16 for details of the regulatory
fixed income and money market portion. The portfolio                         exemptions granted to the Pools and funds.
manager can decide which asset class an underlying
                                                                            Interest rate swaps and credit default swaps are examples
Pool, fund or security belongs to based on its invest-
                                                                            of the types of swaps the underlying fund may use. In an
ment characteristics.
                                                                            interest rate swap, a right to receive a payment based on
                                                                            a fixed interest rate is swapped for a right to receive a



53                                                                                                                  FIDELITY INVESTMENTS
                                                                                                                                            Fidelity Balanced Currency Neutral Private Pool
payment based on a floating interest rate. In a credit          that invest primarily in equities. It also means that its
default swap, a premium is swapped for a right to              value can change when the price of equity or fixed-
receive a payment if an issuer of fixed-income securities       income securities change.
fails to make a required payment or if an event occurs
                                                               Generally, the use of forward contracts to hedge as
that calls into question the creditworthiness of the issuer.
                                                               completely as possible against currency fluctuations
Because a practical and economic market for hedging            between developed market foreign currencies and the
emerging market currencies does not exist, the Pool            Canadian dollar will not result in the impact of currency
currently only hedges its developed market currency            fluctuations being eliminated altogether. The Pool’s
exposure. The Pool may hedge its emerging market               returns will differ from the local currency returns of the
currency exposure in the future if it becomes practical        underlying Pools or fund’s investments. Furthermore,
to do so.                                                      during times of extreme market stress or volatility the
                                                               Pool may not be able to prevent losses from exposure
Derivatives, repurchase transactions, reverse repur-
                                                               to foreign currency.
chase transactions, and securities lending transactions
(described on pages 9 and 12) will be used in conjunc-         Please refer to Derivative risk on page 9 for more infor-
tion with the underlying Pools’ and funds other                mation about the risks of using forward contracts.
strategies to seek enhanced returns.
                                                               The Pool’s value can change for other reasons. The
The Pool may enter into reverse repurchase transac-            Pool has many of the same risks as its underlying Pools
tions to earn interest on cash balances. The Pool will         and funds. The checklist below shows you which risks
only do so, if there are suitable counterparties avail-        apply to the Pool. You’ll find a complete description of
able and if the transactions are considered                    each risk starting on page 7.
appropriate. See page 12 for a description of reverse
repurchase transactions.                                       Risk checklist
                                                                                                 Main risk   Additional risk   Not a risk
The underlying Pools and funds may each depart from
their investment objectives by temporarily investing           Asset-backed securities and
most or all of their assets in cash or fixed-income securi-     mortgage-backed securities                         •
ties issued or guaranteed by a Canadian or U.S.                Class/Series
                                                                                                                  •
government, government agency or company to try to
protect it during a market downturn or for other reasons.
                                                               Concentration
                                                                                                                  •
                                                               Credit
                                                                                                   •
The portfolio managers of the Pool and the underlying
Pools and funds may actively trade their investments.
                                                               Currency
                                                                                                                  •
This can increase trading costs, which may lower the
                                                               Derivative
                                                                                                   •
Pool’s returns. It also increases the possibility that
                                                               Equity
                                                                                                   •
you’ll receive taxable capital gains if you hold the Pool      Foreign investment
                                                                                                   •
in a non-registered account.                                   Income trust
                                                                                                                  •
                                                               Interest rate
                                                                                                   •
What are the risks of investing                                Large transaction
                                                                                                                  •
in the fund?                                                   Liquidity
                                                                                                                  •
The Pool invests in a mix of underlying Pools and funds        Portfolio Management
                                                                                                                  •
which invest in a mix of equity securities and fixed-           Repurchase transaction                             •
income securities. That means that the underlying Pool
is more diversified and generally less risky than Pools
                                                               Reverse repurchase transaction
                                                                                                                  •
                                                               Securities lending
                                                                                                                  •
SIMPLIFIED PROSPECTUS 2010                                                                                                            54
BALANCED POOLS / FIXED INCOME POOLS




Fidelity Balanced Currency Neutral Private Pool, continued




                                                                                                                                                 Fidelity Balanced Currency Neutral Private Pool
                                 Main risk   Additional risk   Not a risk   Pool over that year. For Series S8, Series I8 and Series
                                                                            F8 shares of the Pool, the aggregate monthly distribu-
Series
                                                  •                         tions each year are expected to be between
Small company
                                                  •                         approximately 7.5% and 9% of the average net asset
Specialization
                                                                —           value of the Pool over that year. We may adjust the per
Tax risk
                                                                —           share distribution amounts from time to time as may be
                                                                            necessary to keep monthly distributions generally with-
                                                                            in these percentage ranges.
Who should invest in this fund?
                                                                            Dividends and distributions on shares held in Fidelity
You might want to consider this Pool if you are a long
                                                                            registered plans are always reinvested in additional
term investor and you want the convenience of a diver-
                                                                            shares of the same series of the Pool. Subject to the
sified portfolio in a single product and wish to lower
                                                                            automatic reinvestment of ordinary taxable dividends
your risk of currency fluctuations between developed
                                                                            and capital gains dividends, dividends and distributions
market foreign currencies and Canadian dollars. To
                                                                            on shares held in other registered plans or in non regis-
invest in this Pool, you should be able to accept a
                                                                            tered accounts are reinvested in additional shares of
below average level of risk.
                                                                            the same series of the fund unless you tell us in writing
                                                                            that you want to receive them in cash. Cash dividends
Distribution policy                                                         and distributions can be paid directly to your bank
                                                                            account by way of electronic funds transfer or by
The corporation pays any ordinary taxable dividends in
                                                                            cheque. We may charge you a fee of $25 for each cash
November and capital gains dividends in January of each
                                                                            dividend or distribution you request by cheque.
year and may distribute at other times during the year.
For Series S5, Series S8, Series I5, Series I8, Series F5
and Series F8 shares, the Corporation will also make                        Fund expenses indirectly borne
monthly distributions of a return of capital on the last                    by investors
business day of each month. For Series S5, Series S8,                       You don’t pay the Pool’s expenses directly, but they will
Series I5, Series I8, Series F5 and Series F8 shares, any                   reduce the Pool’s returns. This table shows how much
ordinary taxable dividends paid by the corporation in                       the Pool would pay in expenses on a $1,000 investment
November and any capital gains dividends paid by the                        that has a 5% annual return.
corporation in January of each year will be automatical-
                                                                            Fees and expenses
ly reinvested in additional shares of the Pool.                             payable over                 1 year   3 years   5 years   10 years


A return of capital distribution is not taxable but reduces                 Series B               $    19.68     62.04     108.74    247.53

the adjusted cost base of your Securities. Generally, this                  Series F               $     8.92     28.11      49.27    112.16
means that you will realize a larger capital gain (or                       Series F5              $     8.92     28.11      49.27    112.16
smaller capital loss) when you redeem your Securities                       Series F8              $     8.92     28.11      49.27    112.16
than if you had not received the return of capital. You                     Series I               $    22.35     70.44     123.47    281.05
should not confuse this cash flow distribution with a
                                                                            Series I5              $    22.35     70.44     123.47    281.05
Pool’s rate of return or yield. Please see Income tax
                                                                            Series I8              $    22.45     70.77     124.04    282.34
considerations for investors for more information.
                                                                            Series S5              $    19.68     62.04     108.74    247.53
The aggregate monthly distributions that are made on
                                                                            Series S8              $    19.68     62.04     108.74    247.53
Series S5, Series I5 and Series F5 shares of the Pool
each year are expected to be between approximately
4.5% and 5.5% of the average net asset value of the



55                                                                                                                     FIDELITY INVESTMENTS
Fidelity Premium Fixed Income Private Pool




                                                                                                                                        Fidelity Balanced Currency Neutral Private Pool / Fidelity Premium Fixed Income Private Pool
Fund details                                                             The underlying fund may use derivatives like options,
                                                                         futures, forward contracts and swaps to hedge—or
Fund type            Canadian bond                                       protect—against losses caused by changes in securi-
Date started         Series B, and Series I – October 31, 2008, Series   ties prices, interest rates or exchange rates. It may also
                     F – September 21, 2009                              use these derivatives as a substitute for a stock, stock
Type of securities   Series B, Series I and Series F units of a trust    market, or other securities which is known as a “non-
                                                                         hedging” purpose.
Eligibility for      Eligible for registered plans.
registered plans
                                                                         Interest rate swaps and credit default swaps are exam-
                                                                         ples of the types of swaps the fund may use. In an
                                                                         interest rate swap, a right to receive a payment based
What does the fund invest in?
                                                                         on a fixed interest rate is swapped for a right to
Investment objective                                                     receive a payment based on a floating interest rate. In
                                                                         a credit default swap, a premium is swapped for a right
The Pool’s investment objective is to provide a steady
                                                                         to receive a payment if an issuer of fixed-income secu-
flow of income. It seeks a similar return to its underly-
                                                                         rities fails to make a required payment or if an event
ing fund, Fidelity Canadian Bond Fund, by investing
                                                                         occurs that calls into question the creditworthiness of
substantially all of its assets in units of that fund.
                                                                         the issuer.
We can’t change the Pool’s investment objective unless
                                                                         The underlying fund will only use derivatives in accor-
we get approval from a majority of unitholders who
                                                                         dance with the limits, restrictions and practices set by
vote at a special meeting we call.
                                                                         Canadian securities regulations or under the terms of
                                                                         exemptive relief obtained from the securities regula-
Investment strategies
                                                                         tors. See Regulatory exemptions in connection with
The underlying fund, which is also managed by                            the use of derivatives on page 16 for details of the reg-
Fidelity, aims to provide a steady flow of income by                      ulatory exemptions granted to the Pools and funds.
investing primarily in Canadian fixed income securities.
The following strategies relate to the underlying fund.                  Derivatives, repurchase transactions, reverse repur-
                                                                         chase transactions, and securities lending transactions
We use the DEX Universe Bond index as a guide to                         (described on pages 9 and 12) will be used in conjunc-
structuring the fund and selecting investments. We                       tion with the fund’s other strategies to seek enhanced
manage the fund to have similar overall interest rate                    returns.
risk to the index. We allocate the fund’s assets among
different market sectors, like corporate or government                   The Pool or underlying fund may depart from its
securities, and different maturities based on our view                   investment objective by temporarily investing most or
of the relative value of each sector or maturity.                        all of its assets in cash or fixed-income securities issued
                                                                         or guaranteed by a Canadian or U.S. government, gov-
When buying and selling fixed-income securities, we                       ernment agency or company to try to protect it during
analyze the security’s features, its current price com-                  a market downturn or for other reasons.
pared to its estimated long term value, the credit
quality of the issuer and any short-term trading oppor-                  The portfolio manager may actively trade the underly-
tunities resulting from market inefficiencies.                            ing fund’s investments. This can increase trading costs,
                                                                         which may lower the fund’s returns. It also increases
The underlying fund may invest in fixed-income securi-                    the possibility that you’ll receive taxable capital gains if
ties of any quality or term and may invest up to                         you hold the Pool in a non-registered account.
approximately 30% of its assets in foreign securities.




SIMPLIFIED PROSPECTUS 2010                                                                                                         56
FIXED INCOME POOLS




Fidelity Premium Fixed Income Private Pool, continued




                                                                                                                                                 Fidelity Premium Fixed Income Private Pool
What are the risks of investing                                             Who should invest in this fund?
in the fund?                                                                You might want to consider this Pool if you are a medi-
The Pool has the same risks as the underlying fund. The                     um to long term investor and you want the potential for
underlying fund invests primarily in Canadian fixed-                         income from your investments. To invest in this Pool,
income securities. Its value will change when the prices                    you should be able to accept a low level of risk.
of the securities it invests in change.
The Pool’s value can change for other reasons. The                          Distribution policy
checklist below shows you which risks apply to this Pool.                   The Pool generally distributes any income at the end of
You’ll find a complete description of each risk starting                     each month. It distributes capital gains for the year in
on page 7.                                                                  December of each year. Distributions on units held in
                                                                            Fidelity registered plans are always reinvested in addi-
Risk checklist                                                              tional units of the Pool. Distributions on units held in
                                 Main risk   Additional risk   Not a risk   other registered plans or in non-registered accounts are
Asset-backed securities and                                                 reinvested in additional units of the Pool unless you tell
mortgage-backed securities
                                                  •                         us in writing that you want to receive them in cash. Cash
                                                                            distributions can be made directly to your bank account
Class/Series
                                                  •                         by way of electronic funds transfer or by cheque. We
Concentration
                                                  •                         may charge you $25 for each cash distribution you
Credit
                                   •                                        request by cheque.
Currency
                                                  •
Derivative
                                                  •                         Fund expenses indirectly borne
Equity
                                                                —           by investors
Foreign investment
                                                  •                         You don’t pay the Pool’s expenses directly, but they will
Income trust
                                                                —           reduce the Pool’s returns. This table shows how much
Interest rate
                                   •                                        the Pool would pay in expenses on a $1,000 investment
Large transaction
                                                  •                         that has a 5% annual return.
Liquidity
                                                  •                         Fees and expenses
                                                                            payable over                 1 year   3 years   5 years   10 years
Portfolio Management
                                                  •                         Series B                $    11.28    35.54     62.30     141.82
Repurchase transaction
                                                  •                         Series F                $     5.95    18.74     32.85      74.78
Reverse repurchase transaction
                                                  •                         Series I                $    14.04    44.27     77.59     176.63
Securities lending
                                                  •
Series
                                                  •
Small company
                                                                —
Specialization
                                                  •
Tax risk
                                                                —




57                                                                                                                     FIDELITY INVESTMENTS
Fidelity Premium Money Market Private Pool




                                                                                                                                          Fidelity Premium Fixed Income Private Pool / Fidelity Premium Money Market Private Pool
Fund details                                                                The underlying fund invests in Canadian dollar-denom-
                                                                            inated money market instruments of Canadian and
Fund type            Canadian money market                                  foreign issuers. This may include short-term debt obli-
Date started         Series B, Series I and Series D – October 31,          gations of corporations (such as commercial paper),
                     2008, Series F – September 21, 2009                    governments (such as Treasury Bills) and asset-backed
Type of securities   Series B, Series I, Series D and Series F units of a   securities (such as asset-backed commercial paper).
                     trust                                                  The underlying fund may invest up to 30% of its assets
Eligibility for      Eligible for registered plans.                         in foreign securities. It may also enter into repurchase
registered plans                                                            transactions, reverse repurchase transactions, and
                                                                            securities lending transactions.

What does the fund invest in?
                                                                            What are the risks of investing
Investment objective
                                                                            in the fund?
The Pool aims to achieve a high level of current
                                                                            The Pool has the same risks as its underlying fund. The
income while seeking to protect capital and to main-
                                                                            underlying fund invests in Canadian dollar-denominat-
tain liquidity. It seeks a similar return to its underlying
                                                                            ed money market instruments. It has a lower risk
fund, Fidelity Canadian Money Market Fund, by invest-
                                                                            because it invests in securities that have strong credit
ing substantially all of its assets in units of that fund.
                                                                            ratings. The Pool’s yield, however, will vary with short-
We can’t change the Pool’s investment objective unless                      term interest rates. The underlying fund may at times
we get approval from a majority of unitholders who                          have a substantial portion of its assets invested in com-
vote at a special meeting we call.                                          mercial paper, which can be higher risk than Federal
                                                                            government issued money market instruments, such as
Investment strategies                                                       Treasury Bills.
The underlying fund, which is also managed by                               The underlying fund seeks to maintain a constant unit
Fidelity, aims to achieve a high level of current income                    price of $10.00, but there’s a risk the price could
while seeking to protect capital and maintain liquidity                     change. There is no guarantee from the Government
by investing primarily in Canadian dollar-denominated                       of Canada, the Canada Deposit Insurance Corporation,
money market investments. The strategies below                              Fidelity or any other party that the underlying fund will
relate to the underlying fund.                                              maintain a constant unit price of $10.00.
When buying and selling investments, we follow the                          The Pool can be affected by other risks. The checklist
legal requirements for money market funds. These                            below shows you which risks apply to this Pool. You’ll
include minimum limits for quality, maturity and diversi-                   find a complete description of each risk starting on
fication of a money market fund’s investments.                               page 7.
The underlying fund seeks to maintain a constant unit
price of $10.00.




SIMPLIFIED PROSPECTUS 2010                                                                                                           58
FIXED INCOME POOLS / SPECIALTY POOL




Fidelity Premium Money Market Private Pool, continued




                                                                                                                                                 Fidelity Premium Money Market Private Pool
Risk checklist                                                              Distribution policy
                                 Main risk   Additional risk   Not a risk
                                                                            Income is credited to unitholder accounts at the close of
Asset-backed securities and                                                 business each valuation day and is distributed at the
mortgage-backed securities
                                                  •                         end of each month or when you redeem your units. The
Class/Series
                                                  •                         Pool distributes any capital gains in December of each
Concentration
                                                  •                         year. Distributions on units held in Fidelity registered
                                                                            plans are always reinvested in additional units of the
Credit
                                   •                                        Pool. Distributions on units held in other registered
Currency
                                                                —           plans or in non-registered accounts are reinvested in
Derivative
                                                                —           additional units of the Pool unless you tell us in writing
Equity
                                                                —           that you want to receive them in cash. Cash distributions
                                                                            can be made directly to your bank account by electronic
Foreign investment
                                                  •                         fund transfer or by cheque. We may charge you a fee of
Income trust
                                                                —           $25 for each cash distribution you request by cheque.
Interest rate
                                   •
Large transaction
                                                  •                         Fund expenses indirectly borne
Liquidity
                                                                —           by investors
Portfolio Management
                                                  •                         You don’t pay the Pool’s expenses directly, but they will
Repurchase transaction
                                                  •                         reduce the Pool’s returns. This table shows how much
Reverse repurchase transaction
                                                  •                         the Pool would pay in expenses on a $1,000 investment
Securities lending
                                                  •                         that has a 5% annual return.
Series
                                                  •                         Fees and expenses
                                                                            payable over                 1 year   3 years   5 years   10 years
Small company
                                                                —           Series B               $     4.92     15.51     27.19      61.88
Specialization
                                                  •                         Series D               $     4.61     14.54     25.49      58.02
Tax risk                                                        —           Series F               $     4.00     12.60     22.09      50.28
                                                                            Series I               $     5.02     15.83     27.75      63.17
Who should invest in this fund?
You might want to consider this Pool if you want a
temporary “parking spot” for your cash. To invest in this
Pool, you should be able to accept a very low level of
risk.




59                                                                                                                     FIDELITY INVESTMENTS
Fidelity Premium Fixed Income Capital Yield Private Pool
of Fidelity Capital Structure Corp.




                                                                                                                                           Fidelity Premium Money Market Private Pool / Fidelity Premium Fixed Income Capital Yield Private Pool
Fund details                                                               under the forward contracts will be treated as capital
                                                                           gains and will be distributed to securityholders as capi-
Fund type            Specialty fund                                        tal gains dividends for tax purposes.
Date started         Series B September 10, 2010, Series I September       Under the terms of the forward contracts, the Pool will
                     10, 2010, Series F September 10, 2010, Series S5
                     September 10, 2010, Series I5 September 10,           deliver the Equity Portfolio to the counterparty when
                     2010 and Series F5 September 10, 2010                 the forward contracts end. In exchange, the Pool will
Type of securities   Series B, Series I, Series F , Series S5, Series I5   receive a cash payment determined by reference to
                     and Series F5 shares of a class of a mutual fund      the net asset value of the Reference Fund. The securi-
                     corporation                                           ties comprising the Equity Portfolio are agreed to
Eligibility for      The shares are qualified investment for                between the Pool and the counterparty and will be
registered plans     registered plans.                                     pledged to the counterparty as security for the Pool’s
                                                                           obligations under the forward contracts. The counter-
                                                                           party will also pledge collateral in favour of the Pool to
What does the fund invest in?                                              secure the counterparty’s obligations under the forward
Investment objective                                                       contracts. The Pool may reduce or eliminate its invest-
                                                                           ment in the Equity Portfolio and its use of forward
This Pool aims to provide a return similar to that of a
                                                                           contracts and invest in securities similar to those held
Canadian fixed-income fund managed by Fidelity, less
                                                                           by the Reference Fund where the portfolio manager
transaction and hedging costs.
                                                                           believes it is in the best interests of the Pool’s investors.
It invests primarily in equity securities issued by
                                                                           The Reference Fund uses the DEX Universe Bond
Canadian corporations and enters into forward contracts
                                                                           index as a guide to structuring the Reference Fund
in order to hedge its exposure to equities and to pro-
                                                                           and selecting investments. The Reference Fund is man-
vide the Pool with a return based on the performance
                                                                           aged to have similar overall interest rate risk to the
of a Canadian fixed income mutual fund managed by
                                                                           index. The Reference Fund’s assets are allocated
Fidelity. It may also invest directly in fixed income secu-
                                                                           among different market sectors, like corporate or gov-
rities issued by Canadian and foreign governments or
                                                                           ernment securities, and different maturities based on
corporations.
                                                                           the portfolio manager’s view of the relative value of
We can’t change the Pool’s investment objective unless                     each sector or maturity.
we get approval from a majority of securityholders who
                                                                           The Pool and the Reference Fund may enter into
vote at a special meeting we call.
                                                                           repurchase transactions, reverse and repurchase trans-
                                                                           actions and securities lending transactions. See page
Investment strategies                                                      12 for a description of the repurchase transactions,
The Pool seeks to achieve its investment objective by                      reverse repurchase transactions and securities lending
investing primarily in Canadian equity securities (the                     transactions. The Reference Fund may also invest a
“Equity Portfolio”) and entering into forward contracts                    portion of its assets in securities of other funds, which
under which it will sell forward the Equity Portfolio in                   may be managed by Fidelity, in accordance with its
exchange for cash payments equal to the return of an                       investment objectives.
investment in units of Fidelity Canadian Bond Fund
(the “Reference Fund”), less the costs of the forward                      The Pool will use forward contracts as described
contracts and hedging costs. The return of this Pool                       above. The Pool and the Reference Fund may use
will not track precisely the return of the Reference                       derivatives like options, futures, forward contracts and
Fund due to a number of factors, including the costs                       swaps. The Pool and the Reference Fund may use
of, and the timing of the implementation of, the for-                      derivatives to hedge against losses caused by changes
ward hedging strategy. The Pool expects that the gains                     in securities prices or exchange rates, and may also


SIMPLIFIED PROSPECTUS 2010                                                                                                            60
SPECIALTY POOL




Fidelity Premium Fixed Income Capital Yield Private Pool, continued




use these derivatives as a substitute for a stock, stock      marginal tax rate. When interest rates are low the Pool
market or other security, which is known as a “non-hedg-      may choose to not implement the forward contract
ing” purpose. The Pool and the Reference Fund will only       strategy and would invest directly in a portfolio of fixed
use derivatives in accordance with the limits, restrictions   income securities. In this case, the Pool would earn
and practices set by Canadian securities regulations.         interest income that is fully taxable. Please speak with
The Reference Fund may also use derivatives as permit-        your financial advisor to discuss whether an investment
ted under the terms of exemptive relief obtained from         in the Reference Fund may be more appropriate for
the securities regulators. See Regulatory exemptions in       your particular circumstances.
connection with the use of derivatives on page 16 for
                                                              The Reference Fund invests primarily in fixed-income
details of the regulatory exemptions granted to the Pool.
                                                              securities issued by Canadian governments or corpora-
Derivatives, repurchase transactions, reverse repurchase      tions. That means its value will change when the prices
transactions and securities lending transactions              of the fixed-income securities it invests in change.
(described on pages 9 and 12) will be used in conjunc-
                                                              The Pool’s value can change for other reasons. The
tion with the Pool’s and the Reference Fund’s other
                                                              checklist below shows you which risks apply to this Pool.
investment strategies to seek enhanced returns.
                                                              You’ll find a complete description of each risk starting
The Pool or the Reference Fund may depart from its            on page 7.
investment objective by temporarily investing most or all
of its assets in cash or fixed-income securities issued or     Risk checklist
guaranteed by a Canadian or U.S. government, govern-                                           Main risk   Additional risk   Not a risk
ment agency or company to try to protect it during a
                                                              Asset-backed securities and
market downturn or for other reasons.                         mortgage-backed securities
                                                                                                                •
                                                              Concentration
                                                                                                                •
What are the risks of investing                               Credit
                                                                                                 •
in the fund?                                                  Currency                                          •
The Pool invests primarily in equity securities and for-      Derivative
                                                                                                 •
ward contracts that provide a return determined based
on the performance of the Reference Fund. If the coun-
                                                              Equity
                                                                                                                •
terparties to the forward contracts default on their
                                                              Foreign investment                                •
obligations, the Pool may have to realize on the collateral
                                                              Income trust
                                                                                                                              —
pledged to it by the counterparties. In these circum-         Interest rate
                                                                                                 •
stances, the Pool would sell that collateral and invest
the proceeds in a portfolio of fixed income securities
                                                              Large transaction
                                                                                                                •
until such time as the Pool can find another counterparty.
                                                              Liquidity
                                                                                                                •
This could reduce or eliminate the tax benefits of the
                                                              Portfolio Management
                                                                                                                •
Pool as the Pool would earn interest income that is fully     Repurchase transaction
                                                                                                                •
taxable. Investors in the Pool also face the risk that a      Reverse repurchase transaction
                                                                                                                •
change in tax laws could reduce or eliminate the tax-
related benefits associated with the Pool.
                                                              Securities lending
                                                                                                                •
                                                              Series
                                                                                                                •
In a low interest rate environment a direct investment in
the Reference Fund may provide investors with a greater
                                                              Small company                                                   —
after-tax return. This is due to the costs of the forward
                                                              Specialization
                                                                                                                •
contract strategy and will depend on an investor’s top
                                                              Tax risk
                                                                                                                •

61                                                                                                         FIDELITY INVESTMENTS
                                                                                                                         Fidelity Premium Fixed Income Capital Yield Private Pool
Who should invest in this fund?                               Dividends and distributions on shares held in Fidelity
                                                              registered plans are always reinvested in additional
You might want to consider this Pool if you are seek-
                                                              shares of the same series of the Pool. Subject to the
ing tax efficient exposure to Canadian fixed income
                                                              automatic reinvestment of ordinary taxable dividends
investments. To invest in this Pool, you should be able
                                                              and capital gains dividends, dividends and distribu-
to accept a below average level of risk. The Pool is
                                                              tions on shares held in other registered plans or in
not an appropriate investment for registered tax plans
                                                              non registered accounts are reinvested in additional
because those plans are indifferent to the tax treat-
                                                              shares of the same series of the Pool unless you tell us
ment of returns provided by the Pool and the Pool is
                                                              in writing that you want to receive them in cash. Cash
expected to provide lower pre-tax returns than the
                                                              dividends and distributions can be paid directly to
Reference Fund due to its transaction and hedging
                                                              your bank account by way of electronic funds transfer.
costs.
                                                              We may charge you a fee of $25 for each cash divi-
                                                              dend or distribution you request by cheque.
Distribution policy
The Corporation pays any ordinary taxable dividends           Fund expenses indirectly borne
in November and capital gains dividends in January
of each year and may make distributions at other
                                                              by investors
times during the year.                                        This information has not been provided for the Pool
                                                              because it is new.
For Series S5, Series I5 and Series F5 shares, the
Corporation will also make monthly distributions of a
return of capital on the last business day of each month.
For Series S5, Series I5 and Series F5 shares, any ordi-
nary taxable dividends paid by the Corporation in
November and any capital gains dividends paid by
the Corporation in January of each year will be auto-
matically reinvested in additional shares of the Pool.
A return of capital distribution is not taxable but reduces
the adjusted cost base of your Securities. Generally,
this means that you will realize a larger capital gain (or
smaller capital loss) when you redeem your Securities
than if you had not received the return of capital. You
should not confuse this cash flow distribution with a
Pool’s rate of return or yield. Please see Income tax
considerations for investors for more information.
The aggregate monthly distributions that are made on
Series S5, Series I5 and Series F5 shares of the Pool
each year are expected to be between approximately
4% and 6% of the average net asset value of the Pool
over that year. We may adjust the per share distribu-
tion amounts from time to time as may be necessary
to keep monthly distributions generally within these
percentage ranges.



SIMPLIFIED PROSPECTUS 2010                                                                                          62
EQUITY INVESTMENTS TRUSTS




Fidelity Canadian Equity Investment Trust*




                                                                                                                                                      Fidelity Premium Money Market Private Pool / Fidelity Canadian Equity Investment Trust
Fund details                                                                   shares and other forms of capital stock (such as income
                                                                               trust units), securities that are convertible into equity
Fund type            Canadian equity                                           securities, and depository receipts for these securities. It
Date started         Series O – October 31, 2008                               may hold cash and fixed income securities. The Pool is
                                                                               not expected to invest in foreign equities.
Type of securities   Series O units of a trust

Eligibility for      The units are not qualified investments for                The Pool may enter into repurchase and reverse repur-
registered plans     registered plans.                                         chase transactions and securities lending transactions.
* Units of this Pool are only available for purchase by other Fidelity Pools   The Pool may use derivatives like options, futures, for-
  and are not available for public purchase.                                   ward contracts and swaps to hedge—or
                                                                               protect—against losses caused by changes in securities
                                                                               prices or exchange rates. It may also use these deriva-
What does the fund invest in?                                                  tives as a substitute for a stock, stock market, or other
                                                                               security which is known as a “non-hedging” purpose.
Investment objective
                                                                               The Pool will only use derivatives in accordance with the
This Pool’s objective is to seek long term capital appre-                      limits, restrictions and practices set by Canadian securi-
ciation by investing primarily in Canadian equities.                           ties regulations or under the terms of exemptive relief
We can’t change the investment objective of the Pool                           obtained from the securities regulators. See Regulatory
unless we get approval from a majority of unitholders of                       exemptions in connection with the use of derivatives on
the Pool who vote at a special meeting we call.                                page 16 for details of the regulatory exemptions grant-
                                                                               ed to the Pool.
Investment strategies                                                          Derivatives, repurchase transactions, reverse repurchase
The Pool aims to invest in sectors in approximately the                        transactions and securities lending transactions
same proportion as those sectors are represented in the                        (described on pages 9 and 12) will be used in conjunc-
S&P/TSX Capped Composite Index. The Pool employs a                             tion with the Pool’s other investment strategies to seek
bottom-up fundamental investment strategy. Members                             enhanced returns.
of a team of analysts are assigned to an industry group
                                                                               The Pool may depart from its investment objective by
within the S&P/TSX Capped Composite Index. They rec-
                                                                               temporarily investing most or all of its assets in cash or
ommend investments for the Pool from among the
                                                                               fixed-income securities issued or guaranteed by a
companies in their industry based on a review of each
                                                                               Canadian or U.S. government, government agency or
company’s management, financial conditions and poten-
                                                                               company to try to protect it during a market downturn
tial for earnings growth over the long term, although the
                                                                               or for other reasons.
lead portfolio manager is ultimately responsible for the
investment activities of the Pool.
The Pool’s specific investments may or may not be                                What is the S&P/TSX Capped Composite Index?
included in the S&P/TSX Capped Composite Index. If
                                                                                The S&P/TSX Capped Composite Index is made up of the largest
the investment is not included in the index, the portfolio
                                                                                and most actively traded companies on the Toronto Stock
manager can decide which sector it belongs to. The                              Exchange. These companies are divided into 10 sectors. The sec-
portfolio manager regularly reviews the target alloca-                          tors are based on the Global Industry Classification Standard.
tions and rebalances the allocations, when he believes it                       Examples include energy, industrials, and financials. The size of a
is appropriate.                                                                 sector equals the aggregate market capitalization of all the shares
                                                                                of all the companies in a sector represented in the index. The size
The Pool may invest in small, medium and large compa-
                                                                                of a sector compared to the S&P/TSX Capped Composite Index is
nies. It may invest in all types of equity securities,                          its weighting, which is simply a percentage. If a company makes
including, without limitation, common shares, preferred                         up more than 10% of the value of the index, it is “capped” at 10%.


63                                                                                                                            FIDELITY INVESTMENTS
                                                                                                                                                       Fidelity Canadian Equity Investment Trust
The portfolio manager may actively trade the Pool’s                                                         Main risk   Additional risk   Not a risk
investments. This can increase trading costs, which
may lower the Pool’s returns. It also increases the pos-
                                                                            Small company
                                                                                                                             •
sibility that you'll receive taxable capital gains if you
                                                                            Specialization
                                                                                                              •
hold the fund in a non-registered account.                                  Tax risk
                                                                                                                                           —
What are the risks of investing                                             Who should invest in this fund?
in the fund?                                                                This Pool may be appropriate for investors seeking
                                                                            exposure to Canadian equities. It has an average level
Fidelity Canadian Equity Investment Trust invests pri-
                                                                            of risk.
marily in equity securities of Canadian companies. Its
value will change when the prices of the securities it
invests in change. Also, the Pool’s investments are                         Distribution policy
largely concentrated in a single country and are there-                     The Pool distributes any income and capital gains in
fore more affected by changes in that country’s                             December of each year and may pay distributions at
economy than Pools with a wider geographic reach.                           other times during the year.
The Pool’s value can change for other reasons. The
checklist below shows you which risks apply to this
Pool. You’ll find a complete description of each risk                        Fund expenses indirectly borne
starting on page 7.                                                         by investors
                                                                            Fidelity Canadian Equity Investment Trust is only avail-
Risk checklist                                                              able for purchase by other Fidelity Pools and does not
                                 Main risk   Additional risk   Not a risk   pay management and advisory fees.
Asset-backed securities and
mortgage-backed securities
                                                  •
Class/Series
                                                                —
Concentration                                     •
Credit
                                                  •
Currency
                                                  •
Derivative
                                                  •
Equity
                                   •
Foreign investment
                                                  •
Income trust
                                                  •
Interest rate
                                                  •
Large transaction
                                                  •
Liquidity
                                                  •
Portfolio Management                              •
Repurchase transaction
                                                  •
Reverse repurchase transaction
                                                  •
Securities lending                                •
Series
                                                  •
SIMPLIFIED PROSPECTUS 2010                                                                                                                       64
EQUITY INVESTMENTS TRUSTS




Fidelity Concentrated Canadian Equity Investment Trust*




                                                                                                                                                     Fidelity Canadian Equity Investment Trust / Fidelity Concentrated Canadian Equity Investment Trust
Fund details                                                                   The Pool may invest in small, medium and large compa-
                                                                               nies. It may invest in all types of equity securities,
Fund type            Canadian equity                                           including, without limitation, common shares, preferred
Date started         Series O – October 31, 2008                               shares and other forms of capital stock (such as income
                                                                               trust units), securities that are convertible into equity
Type of securities   Series O units of a trust
                                                                               securities, and depository receipts for these securities. It
Eligibility for      The units are not qualified investments for                may hold cash and fixed income securities. The Pool is
registered plans     registered plans.
                                                                               not expected to invest in foreign equities. The Pool’s
* Units of this Pool are only available for purchase by other Fidelity Pools   investments will tend to be concentrated in fewer com-
  and are not available for public purchase.
                                                                               panies relative to other Pools.
                                                                               The Pool may enter into repurchase and reverse repur-
What does the fund invest in?                                                  chase transactions and securities lending transactions.
                                                                               The Pool may also invest a portion of its assets in securi-
Investment objective
                                                                               ties of other mutual funds, which may be managed by
This Pool’s objective is to seek long term capital appre-                      Fidelity, in accordance with its investment objectives.
ciation by investing primarily in Canadian equities.
                                                                               The Pool may use derivatives like options, futures, for-
We can’t change the investment objective of the Pool                           ward contracts and swaps to hedge—or
unless we get approval from a majority of unitholders of                       protect—against losses caused by changes in securities
the Pool who vote at a special meeting we call.                                prices or exchange rates. It may also use these deriva-
                                                                               tives as a substitute for a stock, stock market, or other
Investment strategies                                                          security which is known as a “non-hedging” purpose.
The Pool aims to invest in the same “super” sectors in                         The Pool will only use derivatives in accordance with the
approximately the same proportion as those “super”                             limits, restrictions and practices set by Canadian securi-
sectors are represented in the S&P/TSX Capped                                  ties regulations or under the terms of exemptive relief
Composite Index. The Pool employs an investment                                obtained from the securities regulators. See Regulatory
approach that combines fundamental and quantitative                            exemptions in connection with the use of derivatives on
strategies. A team of industry-focused analysts recom-                         page 16 for details of the regulatory exemptions grant-
mend investments to the lead portfolio manager from                            ed to the Pool.
among the companies in their industries based on a
review of each company’s management, financial condi-
tions and potential for earnings growth over the long                           What is the S&P/TSX Capped Composite Index and what are the
term. These recommendations form the key input for the                          “super” sectors?
fundamental component of the investment approach.                               The S&P/TSX Capped Composite Index is made up of the largest
Security selection is also based on proprietary quantita-                       and most actively traded companies on the Toronto Stock
tive models that rate each stock’s relative attractiveness                      Exchange. These companies are divided into 10 sectors. The sec-
on the basis of sixteen fundamentally-based criteria.                           tors are based on the Global Industry Classification Standard. The
                                                                                size of a sector within the index equals the aggregate market cap-
The Pool’s specific investments may or may not be                                italization of all the shares of all the companies in a sector
included in the S&P/TSX Capped Composite Index. If                              represented in the index. The size of a sector compared to the
the investment is not included in the index, the portfolio                      S&P/TSX Capped Composite Index is its weighting, which is sim-
manager can decide which sector it belongs to. The                              ply a percentage. If a company makes up more than 10% of the
portfolio manager regularly reviews the target alloca-                          value of the index, it is “capped” at 10%. The 10 sectors are then
tions and rebalances the allocations, when he believes it                       rolled up into one of four broader-based “super” sectors. The
is appropriate.                                                                 four “super” sectors are categorized as follows: Consumer,
                                                                                Industrials, Resources and Interest Sensitive.


65                                                                                                                            FIDELITY INVESTMENTS
                                                                                                                                                        Fidelity Concentrated Canadian Equity Investment Trust
Derivatives, repurchase transactions, reverse repur-                                                         Main risk   Additional risk   Not a risk
chase transactions and securities lending transactions
(described on pages 9 and 12) will be used in conjunc-
                                                                            Equity
                                                                                                               •
tion with the Pool’s other investment strategies to seek
                                                                            Foreign investment
                                                                                                                              •
enhanced returns.                                                           Income trust
                                                                                                                              •
The Pool may depart from its investment objective by
                                                                            Interest rate
                                                                                                                              •
temporarily investing most or all of its assets in cash or                  Large transaction
                                                                                                                              •
fixed-income securities issued or guaranteed by a                            Liquidity
                                                                                                                              •
Canadian or U.S. government, government agency or
company to try to protect it during a market downturn
                                                                            Portfolio Management
                                                                                                                              •
or for other reasons.
                                                                            Repurchase transaction
                                                                                                                              •
The portfolio manager may actively trade the Pool’s
                                                                            Reverse repurchase transaction
                                                                                                                              •
investments. This can increase trading costs, which
                                                                            Securities lending
                                                                                                                              •
may lower the Pool’s returns. It also increases the pos-
                                                                            Series
                                                                                                                              •
sibility that you'll receive taxable capital gains if you                   Small company
                                                                                                                              •
hold the fund in a non-registered account.                                  Specialization
                                                                                                               •
                                                                            Tax risk
                                                                                                                                            —
What are the risks of investing
in the fund?                                                                Who should invest in this fund?
Fidelity Concentrated Canadian Equity Investment                            This Pool may be appropriate for investors seeking
Trust invests primarily in equity securities of Canadian                    exposure to Canadian equities. It has an average level
companies. Its value will change when the prices of                         of risk.
the securities it invests in change. Also, the Pool’s
investments are largely concentrated in a single
country and are therefore more affected by changes in
                                                                            Distribution policy
that country’s economy than Pools with a wide geo-                          The Pool distributes any income and capital gains in
graphic reach.                                                              December of each year and may pay distributions at
                                                                            other times during the year.
The Pool’s value can change for other reasons. The
checklist below shows you which risks apply to this
Pool. You’ll find a complete description of each risk                        Fund expenses indirectly borne
starting on page 7.                                                         by investors
                                                                            Fidelity Canadian Equity Investment Trust is only avail-
Risk checklist                                                              able for purchase by other Fidelity Pools and does not
                                 Main risk   Additional risk   Not a risk
                                                                            pay management and advisory fees.

Asset-backed securities and
mortgage-backed securities
                                                  •
Class/Series
                                                                —
Concentration                      •
Credit
                                                  •
Currency
                                                  •
Derivative                                        •
SIMPLIFIED PROSPECTUS 2010                                                                                                                        66
EQUITY INVESTMENTS TRUSTS




Fidelity U.S. Equity Investment Trust*




                                                                                                                                                      Fidelity Concentrated Canadian Equity Investment Trust / Fidelity U.S. Equity Investment Trust
Fund details                                                                   The Pool may invest in small, medium and large compa-
                                                                               nies. It may invest in all types of equity securities,
Fund type            U.S. equity                                               including, without limitation, common shares, preferred
Date started         Series O – October 31, 2008                               shares and other forms of capital stock (such as income
                                                                               trust units), securities that are convertible into equity
Type of securities   Series O units of a trust
                                                                               securities, and depository receipts for these securities. It
Eligibility for      The units are not qualified investments for                may hold cash and fixed income securities. and may
registered plans     registered plans.
                                                                               hold cash and invest in fixed-income securities. The Pool
* Units of this Pool are only available for purchase by other Fidelity Pools   may also enter into repurchase transactions, reverse
  and are not available for public purchase.
                                                                               repurchase transactions and securities lending transac-
                                                                               tions. See page 12 for a description of reverse
What does the fund invest in?                                                  repurchase transactions.
                                                                               The Pool may use derivatives like options, futures, for-
Investment objective
                                                                               ward contracts and swaps to hedge—or
This Pool’s objective is to seek long term capital appre-                      protect—against losses caused by changes in securities
ciation by investing primarily in U.S. large cap equities.                     prices or exchange rates. It may also use these deriva-
We can’t change the investment objective of the Pool                           tives as a substitute for a stock, stock market, or other
unless we get approval from a majority of unitholders of                       security which is known as a “non-hedging” purpose.
the Pool who vote at a special meeting we call.                                The Pool will only use derivatives in accordance with the
                                                                               limits, restrictions and practices set by Canadian securi-
Investment strategies                                                          ties regulations or under the terms of exemptive relief
                                                                               obtained from the securities regulators. See Regulatory
The Pool aims to invest in sectors in approximately the
                                                                               exemptions in connection with the use of derivatives on
same proportions as those sectors are represented in
                                                                               page 16 for details of the regulatory exemptions grant-
the S&P 500 Index. The way we define the sectors is
                                                                               ed to the Pool.
described below. Members of a team of sector portfolio
managers are assigned to each sector. The Pool                                 Derivatives, repurchase transactions, reverse repurchase
employs a bottom-up fundamental strategy to security                           transactions, and securities lending transactions (described
selection. The sector portfolio managers choose invest-                        on pages 9 and 12) will be used in conjunction with the
ments from among the companies in their sector based                           Pool’s other strategies to seek enhanced returns.
on a thorough review of each company’s management,
                                                                               The Pool may depart from its investment objective by
financial conditions, potential for earnings growth over
                                                                               temporarily investing most or all of its assets in cash or
the long term as well as any sustainable competitive
                                                                               fixed-income securities issued or guaranteed by a
advantages in their respective industries. The lead port-
                                                                               Canadian or U.S. government, government agency or
folio manager is ultimately responsible for the
                                                                               company to try to protect it during a market downturn
investment activities and overall investment characteris-
                                                                               or for other reasons.
tics of the Pool.
The specific investments made by the Pool may or may
not be included in the S&P 500 Index. If the investment                         What are the sectors?
is not included in the index, the portfolio manager can                         The S&P 500 Index is made up of 500 U.S. companies. These
decide which sector it belongs to. The portfolio manager                        companies are divided into 10 sectors. The sectors are based on
regularly reviews the target allocations and rebalances                         the Global Industry Classification Standard. Examples include
the allocations, when he believes it is appropriate.                            energy, industrials and financials. The size of a sector equals the
                                                                                aggregate market capitalization of all of the companies included
                                                                                in the index in a given sector.


67                                                                                                                             FIDELITY INVESTMENTS
                                                                                                                                                         Fidelity U.S. Equity Investment Trust
The portfolio manager may actively trade the Pool’s                                                           Main risk   Additional risk   Not a risk
investments. This can increase trading costs, which
may lower the Pool’s returns. It also increases the pos-
                                                                            Small company
                                                                                                                               •
sibility that you’ll receive taxable capital gains if you
                                                                            Specialization
                                                                                                                •
hold the Pool in a non-registered account.                                  Tax risk
                                                                                                                                             —
What are the risks of investing                                             Who should invest in this fund?
in the fund?                                                                The Pool may be appropriate for investors seeking
                                                                            exposure to U.S. equities. It has an average level of risk.
The Pool invests primarily in equity securities of U.S.
large cap companies. Its value will change when the
prices of the securities it invests in change. Also, the                    Distribution policy
Pool’s investments are largely concentrated in a single
                                                                            The Pool distributes any income and capital gains in
country and are therefore more affected by changes in
                                                                            December of each year and may pay distributions at
that country’s economy than Pools with a wider geo-
                                                                            other times during the year.
graphic reach. The Pool’s value can change for other
reasons. The checklist below shows you which risks
apply to this Pool. You’ll find a complete description of                    Fund expenses indirectly borne
each risk starting on page 7.
                                                                            by investors
Risk checklist                                                              Fidelity U.S. Equity Investment Trust is only available
                                                                            for purchase by other Fidelity Pools and does not pay
                                 Main risk   Additional risk   Not a risk
                                                                            management and advisory fees.
Asset-backed securities and
mortgage-backed securities
                                                  •
Class/Series
                                                                —
Concentration
                                                  •
Credit                                            •
Currency
                                   •
Derivative
                                                  •
Equity
                                   •
Foreign investment
                                                  •
Income trust
                                                  •
Interest rate
                                                  •
Large transaction
                                                  •
Liquidity
                                                  •
Portfolio Management
                                                  •
Repurchase transaction                            •
Reverse repurchase transaction
                                                  •
Securities lending
                                                  •
Series                                            •

SIMPLIFIED PROSPECTUS 2010                                                                                                                         68
EQUITY INVESTMENTS TRUSTS




Fidelity International Equity Investment Trust*




                                                                                                                                                 Fidelity U.S. Equity Investment Trust / Fidelity International Equity Investment Trust
Fund details                                                                   When buying and selling securities for the Pool, we
                                                                               examine each company’s potential for success in light of
Fund type            International equity                                      its current financial condition, its industry position, and
Date started         Series O – October 31, 2008                               economic and market conditions. We consider factors
                                                                               like growth potential, earnings estimates, cash flow and
Type of securities   Series O units of a trust
                                                                               quality of management. In determining if a company’s
Eligibility for      The units are not qualified investments for                principal business activities or interests are outside the
registered plans     registered plans.
                                                                               U.S. or Canada, we look at factors such as location of
* Units of this Pool are only available for purchase by other Fidelity Pools   the company’s assets, personnel, sales and earnings.
  and are not available for public purchase.
                                                                               The Pool may invest in small, medium and large compa-
                                                                               nies. It may invest in all types of equity securities,
What does the fund invest in?                                                  including, without limitation, common shares, preferred
                                                                               shares and other forms of capital stock (such as income
Investment objective
                                                                               trust units), securities that are convertible into equity
The Pool’s objective is to seek long term capital appreci-                     securities, and depository receipts for these securities. It
ation by investing primarily in equities of companies that                     may hold cash and fixed income securities. It may also
have their principal business activities or interests out-                     enter into repurchase transactions, reverse repurchase
side of the United States and Canada.                                          transactions, and securities lending transactions.
We can’t change the investment objective of the Pool                           The Pool may use derivatives like options, futures, for-
unless we get approval from a majority of unitholders of                       ward contracts and swaps to hedge—or
the Pool who vote at a special meeting we call.                                protect—against losses caused by changes in securities
                                                                               prices or exchange rates. It may also use these deriva-
Investment strategies                                                          tives as a substitute for a stock, stock market, or other
The Pool employs an approach that combines funda-                              security which is known as a “non-hedging” purpose.
mental stock selection with quantitative risk control. The                     The Pool will only use derivatives in accordance with the
Pool aims to invest in the sectors and regions of the                          limits, restrictions and practices set by Canadian securi-
MSCI EAFE Index in approximately the same proportion                           ties regulations or under the terms of exemptive relief
as those sectors and regions are represented in that                           obtained from the securities regulators. See Regulatory
index. The portfolio manager chooses investments                               exemptions in connection with the use of derivatives on
based on input from a team of analysts who thoroughly                          page 16 for details of the regulatory exemptions grant-
review each company’s management, financial conditions                          ed to the Pool.
and potential for earnings growth over the long term.
                                                                               Derivatives, repurchase transactions, reverse repurchase
The Pool’s specific investments may or may not be                               transactions and securities lending transactions
included in the MSCI EAFE Index. If the investment is                          (described on pages 9 and 12) will be used in conjunc-
not included in the index, the portfolio manager can                           tion with the underlying fund’s other investment
decide which sector or geographic region it belongs to.                        strategies to seek enhanced returns.
The portfolio manager regularly reviews the target allo-
cations and rebalances the allocations, when he believes
it is appropriate.
                                                                                What are the Regions?
                                                                                The MSCI EAFE Index is comprised of the following regions,
                                                                                with an emphasis on developed market countries in those
                                                                                regions: Japan, the United Kingdom, Europe ex-UK, and Asia
                                                                                Pacific ex-Japan.



69                                                                                                                        FIDELITY INVESTMENTS
                                                                                                                                                        Fidelity International Equity Investment Trust
The Pool may depart from its investment objective by                                                         Main risk   Additional risk   Not a risk
temporarily investing most or all of its assets in cash or
fixed-income securities issued or guaranteed by a
                                                                            Repurchase transaction
                                                                                                                              •
Canadian or U.S. government, government agency or
                                                                            Reverse repurchase transaction
                                                                                                                              •
company to try to protect it during a market downturn                       Securities lending
                                                                                                                              •
or for other reasons.                                                       Series
                                                                                                                              •
The portfolio manager may actively trade the Pool’s                         Small company
                                                                                                                              •
investments. This can increase trading costs, which
may lower the Pool’s returns. It also increases the pos-
                                                                            Specialization
                                                                                                                                            —
sibility that you'll receive taxable capital gains if you
                                                                            Tax risk
                                                                                                                                            —
hold the Pool in a non-registered account.
                                                                            Who should invest in this fund?
                                                                            This Pool may be appropriate for investors seeking
What are the risks of investing                                             exposure to international (i.e. non-U.S. or Canadian)
in the fund?                                                                equities. It has an average level of risk.
The Pool invests primarily in equity securities of
companies whose principal business activities or
                                                                            Distribution policy
interests are outside of the U.S. and Canada. Its value
will change when the prices of the securities it invests                    The Pool distributes any income and capital gains in
in change.                                                                  December and may pay distributions at other times
                                                                            during the year.
The Pool’s value can change for other reasons. The
checklist below shows you which risks apply to this
fund. You’ll find a complete description of each risk
                                                                            Fund expenses indirectly borne
starting on page 7.
                                                                            by investors
                                                                            Fidelity International Equity Investment Trust is only
Risk checklist                                                              available for purchase by other Fidelity Pools and does
                                                                            not pay management and advisory fees.
                                 Main risk   Additional risk   Not a risk

Asset-backed securities and
mortgage-backed securities
                                                  •
Class/Series
                                                                —
Concentration
                                                  •
Credit
                                                  •
Currency
                                   •
Derivative
                                                  •
Equity
                                   •
Foreign investment
                                   •
Income trust
                                                  •
Interest rate
                                                  •
Large transaction                                 •
Liquidity
                                                  •
Portfolio Management
                                                  •
SIMPLIFIED PROSPECTUS 2010                                                                                                                        70
EQUITY INVESTMENTS TRUSTS




Fidelity Global Equity Investment Trust*




                                                                                                                                                  Fidelity International Equity Investment Trust / Fidelity Global Equity Investment Trust
Fund details                                                                   The Pool may invest in small, medium and large compa-
                                                                               nies. It may invest in all types of equity securities,
Fund type            Global equity                                             including, without limitation, common shares, preferred
Date started         Series O – October 31, 2008                               shares and other forms of capital stock (such as income
                                                                               trust units), securities that are convertible into equity
Type of securities   Series O units of a trust
                                                                               securities, and depository receipts for these securities. It
Eligibility for      The units are not qualified investments for                may hold cash and fixed income securities. The Pool may
registered plans     registered plans.
                                                                               also enter into repurchase transactions, reverse repur-
* Units of this Pool are only available for purchase by other Fidelity Pools   chase transactions and securities lending transactions.
  and are not available for public purchase.
                                                                               The Pool may use derivatives like options, futures, for-
                                                                               ward contracts and swaps to hedge—or
What does the fund invest in?                                                  protect—against losses caused by changes in securities
                                                                               prices or exchange rates. It may also use these deriva-
Investment objective
                                                                               tives as a substitute for a stock, stock market, or other
The Pool’s investment objective is to seek long term                           security which is known as a “non-hedging” purpose.
growth of capital primarily through investments in equity                      The Pool will only use derivatives in accordance with the
securities of companies anywhere in the world.                                 limits, restrictions and practices set by Canadian securi-
We can’t change the investment objective of the Pool                           ties regulations or under the terms of exemptive relief
unless we get approval from a majority of unitholders of                       obtained from the securities regulators. See Regulatory
the Pool who vote at a special meeting we call.                                exemptions in connection with the use of derivatives on
                                                                               page 16 for details of the regulatory exemptions grant-
Investment strategies                                                          ed to the Pool.
The Pool employs an approach that combines funda-                              Derivatives, repurchase transactions, reverse repurchase
mental stock selection with quantitative risk control. The                     transactions and securities lending transactions (described
Pool aims to invest in the regions and sectors of the                          on pages 9 and 12) will be used in conjunction with the
MSCI World Index in approximately the same propor-                             Pools other strategies to seek enhanced returns.
tions as those regions and sectors are presented in the
                                                                               The Pool may depart from its investment objective by
index. The portfolio manager chooses investments
                                                                               temporarily investing most or all of its assets in cash or
based on input from a team of analysts who thoroughly
                                                                               fixed-income securities issued or guaranteed by a
review each company’s management, financial conditions
                                                                               Canadian or U.S. government, government agency or
and potential for earnings growth over the long term.
                                                                               company to try to protect it during a market downturn
The specific investments made by the Pool may or may                            or for other reasons.
not be included in the MSCI World Index. If the invest-
                                                                               The portfolio manager may actively trade the Pool’s
ment is not included in the index, the portfolio manager
                                                                               investments. This can increase trading costs, which may
can decide which geographic region it belongs to. The
                                                                               lower the Pool’s returns. It also increases the possibility
portfolio manager regularly reviews the target alloca-
                                                                               that you’ll receive taxable capital gains if you hold the
tions and rebalances the allocations, when he believes it
                                                                               Pool in a non-registered account.
is appropriate.

                                                                                What are the Regions?
                                                                                The MSCI World Index is made up of over 1500 companies in
                                                                                developed market countries. The companies are divided into 5
                                                                                regions: North America, Japan, The United Kingdom, Europe ex-
                                                                                UK, and Asia Pacific ex-Japan.



71                                                                                                                         FIDELITY INVESTMENTS
                                                                                                                                             Fidelity Global Equity Investment Trust
What are the risks of investing                                             Who should invest in this fund?
in the fund?                                                                The Pool may be suitable for investors seeking expo-
The Pool invests primarily in equity securities of com-                     sure to global equities. It has an average level of risk.
panies anywhere in the world. Its value will change
when the prices of the securities it invests in change.                     Distribution policy
The Pool’s value can change for other reasons. The
                                                                            The Pool distributes any income and capital gains in
checklist below shows you which risks apply to this
                                                                            December and may pay distributions at other times of
Pool. You’ll find a complete description of each risk
                                                                            the year.
starting on page 7.

Risk checklist                                                              Fund expenses indirectly borne
                                 Main risk   Additional risk   Not a risk
                                                                            by investors
Asset-backed securities and
                                                                            Fidelity Global Equity Investment Trust is only available
mortgage-backed securities
                                                  •                         for purchase by other Fidelity Pools and does not pay
                                                                            management and advisory fees.
Class/Series
                                                                —
Concentration
                                                  •
Credit
                                                  •
Currency
                                   •
Derivative
                                                  •
Equity
                                   •
Foreign investment
                                   •
Income trust
                                                  •
Interest rate
                                                  •
Large transaction
                                                  •
Liquidity
                                                  •
Portfolio Management
                                                  •
Repurchase transaction
                                                  •
Reverse repurchase transaction
                                                  •
Securities lending
                                                  •
Series
                                                  •
Small company
                                                  •
Specialization
                                                                —
Tax risk
                                                                —




SIMPLIFIED PROSPECTUS 2010                                                                                                              72
Organization and management
of the Fidelity Private Investment Pools




                                                                                                                              Fidelity Global Equity Investment Trust / Organization and management of the Fidelity Private Investment Pools
The following tells you about who’s involved in running       The IRC’s mandate is to (a) consider and make decisions
the Fidelity Pools.                                           on those conflict of interest matters that require its
                                                              approval under NI 81-107, (b) consider and provide its
                                                              recommendations on those conflict of interest matters
Manager                                                       that are referred to it for review by the Manager, and (c)
Fidelity Investments Canada ULC                               perform any other function required by securities legis-
483 Bay Street, Suite 200                                     lation. The IRC may also approve mergers involving the
Toronto, Ontario M5G 2N7                                      Pools and any change of the auditors of the Pools.
As manager, we are responsible for the day-to-day oper-       Securityholder approval will not be obtained in these
ations of the Pools and provide all general management        circumstances, but you will be sent a written notice at
and administrative services.                                  least 60 days before the effective date of any such
                                                              merger or change of auditors.
                                                              The IRC will prepare, at least annually, a report for secu-
Trustee
                                                              rityholders of its activities. This report will be available
Fidelity Investments Canada ULC                               on our website at www.fidelity.ca, or you may request a
Toronto, Ontario                                              copy, at no cost, by sending us an email at
Fidelity Premium Fixed Income Private Pool, Fidelity          cs.english@fmr.com for the English language version or
Premium Money Market Private Pool, Fidelity Canadian          sc.francais@fmr.com for the French language version.
Equity Investment Trust, Fidelity Concentrated Canadian       Additional information about the IRC, including the
Equity Investment Trust, Fidelity U.S. Equity Investment      names of the members of the IRC, is available in the
Trust, Fidelity International Equity Investment Trust and     Pools’ annual information form.
Fidelity Global Equity Investment Trust are mutual funds
organized as trusts. As trustee, we hold title to the Trust
Pools’ investments in trust for Securityholders under the     Custodian
terms described in a declaration of trust.                    CIBC Mellon Trust Company
                                                              Toronto, Ontario
Independent Review Committee                                  The custodian (or its sub-custodians) holds the invest-
The Independent Review Committee (“IRC”) is the fund          ments of the Pools and keeps them safe to ensure that
governance agency for the Fidelity Funds (including the       they are used only for the benefit of investors. The
Pools) as contemplated by National Instrument 81-107          custodian is independent of Fidelity.
(“NI 81-107”). There are currently four members of the
IRC, each of whom is independent of us and any party
related to us.
                                                              Registrar
                                                              Fidelity Investments Canada ULC
                                                              Toronto, Ontario
                                                              As registrar, we keep a record of all securityholders of
                                                              the Pools, process orders and issue account statements
                                                              and tax slips to securityholders.




73                                                                                                     FIDELITY INVESTMENTS
                                                                                                                     Organization and management of the Fidelity Pools
Auditor                                                   The portfolio advisers may engage the sub-advisers to
                                                          provide investment advice in connection with securities
PricewaterhouseCoopers LLP
                                                          purchased for the Pools.
Toronto, Ontario
                                                          The sub-advisers except for SSGA are affiliates of
The auditor is an independent chartered accounting
                                                          Fidelity. SSGA will provide investment services in con-
firm. The firm audits the annual financial statements of
                                                          nection with the management of passive currency
each Pool.
                                                          hedging for certain of the Pools.

Portfolio adviser
Fidelity Investments Canada ULC
                                                          There may be difficulty in enforcing legal rights against
(the Equity Pools, the Balanced Pools and Fidelity
                                                          Pyramis and FIMM because they are resident, and sub-
Premium Fixed Income Capital Yield Private Pool)
                                                          stantially all of their assets are located, outside
Pyramis Global Advisors, LLC (“Pyramis”)                  Canada.
Smithfield, Rhode Island
                                                          Where Fidelity is also the manager of any underlying
(the Fixed Income Pools and the Equity
                                                          Pools or funds in which the Fidelity Private Investment
Investment Trusts)
                                                          Pools invest, it will not vote the securities of these
The portfolio adviser makes the investment decisions      underlying Pools or funds. Instead, where applicable,
for the Pool, buys and sells all the investments in the   Fidelity may arrange for such securities to be voted by
Pool and deals with brokers.                              the beneficial Securityholders of the Pool or fund.


Sub-Advisers
Pyramis Global Advisors, LLC
Smithfield, Rhode Island
(the Balanced Pools)
Pyramis Global Advisors (Canada) ULC
(“Pyramis Canada”)
Toronto, Ontario
(Fidelity Canadian Equity Investment Trust and Fidelity
Concentrated Canadian Equity Investment Trust)
Fidelity Investments Money Management Inc.
(“FIMM”)
Merrimack, New Hampshire
(the Fixed Income Pools)
State Street Global Advisors Ltd. (“SSGA”)
Montreal, Quebec
(Fidelity U.S. Equity Currency Neutral Private Pool,
Fidelity International Equity Currency Neutral Private
Pool, Fidelity Global Equity Currency Neutral Private
Pool, Fidelity Balanced Income Currency Neutral
Private Pool and Fidelity Balanced Currency Neutral
Private Pool)


SIMPLIFIED PROSPECTUS 2010                                                                                      74
Purchases, switches and redemptions




                                                                                                                                        Organization and management of the Fidelity Private Investment Pools / Purchases, switches and redemptions
You’ve read the profiles. You’ve considered your invest-         How to buy, redeem or switch Securities
ment objectives and risk tolerance. The next step is
making your investment. The following pages tell you
                                                                of a Pool
how to invest in the Pools, how much it will cost and           Series B, Series S5 and Series S8 Securities are available
other important details. Please note that Securities of         to all investors. Series I, Series I5 and Series I8 Securities
the Equity Investment Trusts (Fidelity Canadian Equity          are only available for those investors in the Pools who
Investment Trust, Fidelity Concentrated Canadian Equity         have executed a Series I Agreement with us. Series O
Investment Trust, Fidelity U.S. Equity Investment Trust,        Securities are only offered with the Equity Investment
Fidelity International Equity Investment Trust and              Trusts, which are not available for public purchase.
Fidelity Global Equity Investment Trust) are only avail-        Series D Securities are only available to investors in the
able for purchase by other Fidelity Pools and are not           Fidelity Custom Portfolio Service. Series F, Series F5 and
available for public purchase.                                  Series F8 Securities are available only to investors who
                                                                have fee-based accounts with dealers who have signed
                                                                an agreement with us.
Opening an account                                              Turn to About Series B, Series S5, Series S8, Series I,
Before you make your first investment in the Pools, you          Series I5, Series I8, Series F, Series F5, Series F8, Series
need to open an account. There are several different            O and Series D, Securities on page 14 to find out which
kinds of Fidelity accounts, which we tell you about below.      series you can invest in.
You can open an account by contacting your financial             When you buy, redeem or switch Securities of a Pool, we
advisor and completing an application. You can also invest      have to figure out what they’re worth. We do this by cal-
in the Pools through accounts or plans offered by other         culating the net asset value per Security. The net asset
financial institutions. Ask your financial advisor for details.   value per Security is the basis of all transactions involv-
                                                                ing buying, redeeming, switching or reinvesting
Non-registered accounts                                         Securities. See Income tax considerations for investors on
You will need a minimum initial investment of $150,000 to       page 91 for further details about the tax consequences.
open a non-registered account to purchase Securities of
a Pool. Each of the Pools offered under this Simplified
                                                                 Fidelity Investments Canada ULC
Prospectus requires a minimum initial investment of
                                                                 As of July 30, 2010, Fidelity Investments Canada ULC managed
$150,000 unless purchased as part of the Fidelity Custom
                                                                 more than $56.3 billion for its clients.
Portfolio Service, described later in this Simplified
Prospectus. The minimum initial investment of $150,000           We are one of a group of companies known as Fidelity
will also be waived if Securities of a Pool are purchased        Investments®. Each member of the group is a wholly owned sub-
from a single account with total assets of at least              sidiary of FMR LLC. Pyramis is also a subsidiary of FMR LLC. The
$500,000 or from an account that is part of a “financial          head office of FMR LLC is 82 Devonshire Street, Boston,
                                                                 Massachusetts, U.S.A. 02109.
group” with aggregate total assets of at least $500,000.
A “financial group” includes all accounts belonging to a          Fidelity Investments specializes in investment management for
single investor, their spouse and family members residing        individuals, either directly, through financial advisors, or though
at the same address as well as corporate accounts for            group retirement plans. We also provide a wide variety of financial
which the investor and other members of the financial             services and products. As of July 30, 2010, the Fidelity
group beneficially own more than 50% of the voting equity.        Investments group managed more than $1.5 trillion in more than
                                                                 400 mutual fund portfolios and other institutional accounts around
                                                                 the world.
Registered plans and Group plans
                                                                 Fidelity Investments has been in business for more than 60 years and
For details about registered plans, please see
                                                                 has grown to become one of the largest mutual fund companies
Registered plans and Group plans on page 84.
                                                                 in the world with more than 20 million investors around the world.


75                                                                                                              FIDELITY INVESTMENTS
                                                                                                                            Purchases, switches and redemptions
Figuring out net asset value per Security                     Securities, which are only available with the Equity
Here’s how we calculate net asset value per Security          Investment Trusts (and are not available for public pur-
for each series of a Pool:                                    chase). Please see About Series B, Series S5, Series S8,
                                                              Series I, Series I5, Series I8, Series F, Series F5, Series
■   We take the series’ proportionate share of all the
                                                              F8, Series O and Series D Securities on page 14 for
    investments and other assets of the Pool.
                                                              more details.
■   We subtract the series’ liabilities and its proportion-
    ate share of common Pool liabilities. That gives us       For Securities purchased under the initial sales charge
    the net asset value for the series.                       option, you pay a sales charge at the time you pur-
                                                              chase your Securities. You and your financial advisor
■   We divide that number by the total number of
                                                              will need to negotiate the level of the initial sales
    Securities investors in that series are holding. That
                                                              charge. See Fees and expenses on page 85 for details.
    gives us the net asset value per Security.
                                                              We deduct the percentage from the amount you invest
To figure out what your investment is worth, simply            and pay it to your financial advisor’s dealer. See Dealer
multiply the net asset value per Securities for the           compensation on page 89 for details.
series of Security you own by the number of Securities
you own.
                                                              How to buy Fidelity Private
We’ll buy or redeem Securities for you on any day that
                                                              Investment Pools
The Toronto Stock Exchange (TSX) is open for trading.
This is called a valuation day. A valuation day usually       Each Fidelity Private Investment Pool requires a mini-
ends at 4 p.m. Toronto time, unless the TSX closes ear-       mum initial investment of $150,000 unless purchased
lier. We calculate the value of a Pool’s Securities each      as part of the Fidelity Custom Portfolio Service,
valuation day. In order to complete your transaction,         described later in this Simplified Prospectus. The mini-
we’ll use the first net asset value per Security we calcu-     mum initial investment of $150,000 will also be waived
late after receiving your instructions.                       if Securities of a Pool are purchased from a single
                                                              account with total assets of at least $500,000 or from
All of the Pools are valued and can be bought in              an account that is part of a “financial group” with
Canadian dollars. The Pools are not currently available       aggregate total assets of at least $500,000. A “financial
for purchase in U.S. dollars. We may offer Securities of      group” includes all accounts belonging to a single
the Pools in U.S. dollars in the future.                      investor, their spouse and family members residing at
                                                              the same address as well as corporate accounts for
About sales charges                                           which the investor and other members of the financial
You may pay a commission to invest in Series B, Series        group beneficially own more than 50% of the voting
S5, Series S8, Series I, Series I5, Series I8 or Series D     equity. The minimum for each additional investment is
Securities of the Pools. This commission is also called a     $5,000. We will not accept cash, money orders, or trav-
sales charge. The commission compensates your finan-           ellers’ cheques.
cial advisor for the advice and service he or she             If the market value of your investment in a Pool falls
provides to you. For purchases of the Pools in any            below the specified minimum investment requirement
series, any applicable sales charge is payable at the         because you redeem Securities, we may redeem your
time of purchase, called an initial sales charge.             investment after giving you 30 days’ prior notice. You
You don’t pay a sales charge for purchases of Series F,       should discuss investing additional money in your
Series F5 or Series F8 Securities which are only avail-       account with your financial advisor during the notice
able to investors who have fee-based accounts with            period so that the status of your investment can be
dealers who have signed an agreement with us. There           maintained. We will not ask for the increase to the
is no sales charge payable for purchases of Series O          specified minimum investment amount if the account


SIMPLIFIED PROSPECTUS 2010                                                                                             76
                                                                                                                                 Purchases, switches and redemptions
has fallen below that level as a result of a decline in the       ■   We may require investors who are U.S. citizens or
security price rather than a redemption of your                       who are residents of the United States or any other
Securities.                                                           foreign country to redeem their Securities, if their
                                                                      participation has the potential to cause regulatory
If we receive your order before 4 p.m. Toronto time on a
                                                                      problems. In some cases we may be required to
valuation day (which is any day the TSX is open for trad-
                                                                      assess withholding taxes on redemptions by citizens
ing), we will process your order as of that valuation day.
                                                                      or residents of the U.S. or other foreign countries.
Otherwise, we will process your order as of the next val-
                                                                      Please speak with your financial advisor for more
uation day. If the TSX closes earlier than 4 p.m. on a
                                                                      details.
particular valuation day, we may impose an earlier dead-
                                                                  ■   We won’t accept orders to buy Securities during a
line for that valuation day. Any orders received after this
earlier deadline would be processed as of the next valu-              period when we’ve suspended securityholders’ rights
ation day. Please see Figuring out net asset value per                to redeem Securities. See Suspending your right to
Security on page 76 for more information on how we                    redeem Securities on page 80 for details.
calculate net asset value on a valuation day.
You have to pay for your Securities when you buy them.            How to switch Fidelity Private
If we don’t receive payment in full within three business         Investment Pools
days of receiving your order, we’ll redeem the Securities
                                                                  You can redeem one Pool and use the proceeds to buy
that you bought on the next valuation day or when we
                                                                  another Pool. This is called switching.
first learn that your payment will not be honoured. A
“business day” is any day except Saturday, Sunday or a            You can only switch between Pools if you switch
Canadian holiday. If we redeem them for more than you             Securities of the same series. You may have to pay your
paid, the Pool will keep the difference. If we redeem             dealer a switch fee. You negotiate the fee with your
them for less than you paid, we’ll charge your dealer for         financial advisor. A short-term trading fee may also be
the difference plus any costs. Your dealer may be enti-           payable. See Switch fees on page 88 and Short-term
tled to recover any losses from you.                              trading fee on page 88 for details.
                                                                  Switches between Pools organized as trusts and Pools
What else you need to know                                        organized as classes of the Corporation (such as switch-
Here are some other important facts about buying the              es between the Fixed Income Pools and the Equity
Pools:                                                            Pools) will be treated as a disposition for tax purposes.
■    You’ll receive a confirmation once we process your            Switches between Pools organized as classes of the
     purchase. The confirmation is a record of your pur-           Corporation (such as between Fidelity Canadian Equity
     chase and includes details about the Securities you          Private Pool and Fidelity U.S. Equity Private Pool, for
     bought and any commissions you paid. If you buy              example) do not result in a disposition for tax purposes.
     Securities through our pre-authorized chequing               Please see Switching securities to another Pool or fund
     (PAC) plan, you’ll receive a confirmation for your first       of the Corporation on page 79 for more details.
     purchase. After that, you’ll receive regular account
     statements.
                                                                  Switching to another series of the
■    We don’t issue a certificate when you buy Securities
     of the Pools. Instead, you get regular statements
                                                                  same Pool
     showing how many Securities you own and their value.         The following changes are permitted between series of
                                                                  the same Pool.
■    We may refuse any order to buy within one business
     day of receiving it. If we refuse your order, we’ll return
     your money to you.


77                                                                                                        FIDELITY INVESTMENTS
                                                                                                                                    Purchases, switches and redemptions
The amount of your investment, less any fees, which            Switching Series S8 Securities
are paid by redeeming Securities, will be the same             You can switch from Series S8 to Series B, Series S5,
after the change. You will, however, own a different           Series I, Series I5, Series I8, Series F, Series F5 or Series
number of Securities because each series has a differ-         F8 Securities of the same Pool. You might have to pay
ent Security price. Permitted changes of Securities            a fee to your dealer. You negotiate the fee with your
from one series to another series of the same Pool is          financial advisor. See Switch fees on page 88 for
not subject to tax.                                            details.

Switching Series B Securities                                  You must complete a “Series I Agreement” to switch
                                                               to Series I, I5 or I8 Securities. You can only change to
You can switch Series B Securities that you bought to
                                                               Series F, Series F5 or Series F8 Securities if you’re eligi-
Series S5, Series S8, Series I, Series I5, Series I8, Series
                                                               ble for these series. See About Series B, Series S5,
F, Series F5 or Series F8 Securities of the same Pool.
                                                               Series S8, Series I, Series I5, Series I8, Series F, Series
You might have to pay a fee to your dealer. You nego-
                                                               F5, Series F8, Series O and Series D Securities on page
tiate the fee with your financial advisor. See Switch fees
                                                               14 for details.
on page 88 for details.
You must complete a “Series I Agreement” to switch             Switching Series I Securities
to Series I, I5 or I8 Securities. You can only switch to       You can switch from Series I Securities to Series I5,
Series F, Series F5 or Series F8 Securities if you’re eligi-   Series I8, Series B, Series S5, Series S8, Series F, Series
ble for these series. See About Series B, Series S5,           F5 or Series F8 Securities of the same Pool. You may
Series S8, Series I, Series I5, Series I8, Series F, Series    have to pay a fee to your dealer. You negotiate the fee
F5, Series F8, Series O and Series D Securities on page        with your financial advisor. See Switch fees on page 88
14 for details.                                                for details.

Switching Series S5 Securities                                 You can only switch to Series F, Series F5 or Series F8
                                                               Securities if you’re eligible for these series. See About
You can switch from Series S5 Securities to Series B,
                                                               Series B, Series S5, Series S8, Series I, Series I5, Series
Series S8, Series I, Series I5, Series I8, Series F, Series
                                                               I8, Series F, Series F5, Series F8, Series O and Series D
F5 or Series F8 of the same Pool. You might have to
                                                               Securities on page 14 for details.
pay a fee to your dealer. You negotiate the fee with
your financial advisor. See Switch fees on page 88 for
                                                               Switching Series I5 Securities
details.
                                                               You can switch from Series I5 Securities to Series I,
You must complete a “Series I Agreement” to switch             Series I8, Series B, Series S5, Series S8, Series F, Series
to Series I, I5 or I8 Securities. You can only switch to       F5 or Series F8 Securities of the same Pool. You may
Series F, Series F5 or Series F8 Securities if you’re eligi-   have to pay a fee to your dealer. You negotiate the fee
ble for these series. See About Series B, Series S5,           with your financial advisor. See Switch fees on page 88
Series S8, Series I, Series I5, Series I8, Series F, Series    for details.
F5, Series F8, Series O and Series D Securities on page
14 for details.

                                                                If you redeem or switch Securities you hold outside a registered
                                                                plan, any capital gain you realize is subject to tax. For more
                                                                information about redemptions and how capital gains are taxed,
                                                                see Income tax considerations for investors on page 91.
                                                                Permitted switches of Securities from one series to another
                                                                series of the same Pool is not a disposition for tax purposes.


SIMPLIFIED PROSPECTUS 2010                                                                                                     78
                                                                                                                                    Purchases, switches and redemptions
You can only switch to Series F, Series F5 or Series F8           Switching Series F5 Securities
Securities if you’re eligible for these series. See About         You can switch from Series F5 Securities to Series F,
Series B, Series S5, Series S8, Series I, Series I5, Series       Series F8, Series B, Series S5, Series S8, Series I, Series I5
I8, Series F, Series F5, Series F8, Series O and Series D         or Series I8 Securities of the same Pool. You may have to
Securities on page 14 for details.                                pay a fee to your dealer. You negotiate the fee with your
                                                                  financial advisor. See Switch fees on page 88 for details.
Switching Series I8 Securities
                                                                  You must complete a “Series I Agreement” to switch to
You can switch from Series I8 Securities to Series I,
                                                                  Series I Securities. See About Series B, Series S5, Series
Series I5, Series B, Series S5, Series S8, Series F, Series
                                                                  S8, Series I, Series I5, Series I8, Series F, Series F5, Series
F5 or Series F8 Securities of the same Pool. You may
                                                                  F8, Series O and Series D Securities on page 14 for
have to pay a fee to your dealer. You negotiate the fee
                                                                  details.
with your financial advisor. See Switch fees on page 88
for details.
                                                                  Switching Series F8 Securities
You can only switch to Series F, Series F5 or Series F8           You can switch from Series F8 shares to Series F, Series
Securities if you’re eligible for these series. See About         F5, Series B, Series S5, Series S8, Series I, Series I5 and
Series B, Series S5, Series S8, Series I, Series I5, Series       Series I8 Securities of the same Pool. You may have to
I8, Series F, Series F5, Series F8, Series O and Series D         pay a fee to your dealer. You negotiate the fee with your
Securities on page 14 for details.                                financial advisor. See Switch fees on page 88 for details.

Switching Series D Securities                                     You must complete a “Series I Agreement” to switch to
                                                                  Series I Securities. See About Series B, Series S5, Series
You can switch from Series D Securities of Fidelity
                                                                  S8, Series I, Series I5, Series I8, Series F, Series F5, Series
Premium Money Market Private Pool to Series B, Series I
                                                                  F8, Series O and Series D Securities on page 14 for
or Series F Securities of the same Pool. Series D
                                                                  details.
Securities were created to facilitate entry into the
Fidelity Custom Portfolios Service.                               Series O Securities are only offered with the Equity
                                                                  Investment Trusts which are not available for public
You must complete a “Series I Agreement” to change
                                                                  purchase.
to Series I Securities. You can only switch to Series F
Securities if you’re eligible for these series. See About
Series B, Series S5, Series S8, Series I, Series I5, Series       Switching Securities to another Pool or
I8, Series F, Series F5, Series F8, Series O and Series D         fund of the Corporation
Securities on page 14 for details.
                                                                  You can switch shares of Pools offered as classes of
                                                                  Fidelity Capital Structure Corp. to Securities of another
Switching Series F Securities
                                                                  Pool or fund of the Corporation. You can only switch
You can switch from Series F Securities to Series F5,             shares of the same series. You may have to pay a fee to
Series F8, Series B, Series S5, Series S8, Series I, Series I5    your dealer. You negotiate the fee with your financial
or Series I8 Securities of the same Pool. You may have to         advisor. A short term trading fee may also apply. See
pay a fee to your dealer. You negotiate the fee with your         Switch fees on page 88 for details.
financial advisor. See Switch fees on page 88 for details.
                                                                  Switching shares of a Pool that is offered as a class of
You must complete a “Series I Agreement” to switch to             the Corporation to shares of another Pool that is offered
Series I, I5 or I8 Securities. See About Series B, Series         as a class of the Corporation or to another Fidelity Fund
S5, Series S8, Series I, Series I5, Series I8, Series F, Series   that is offered as a class of the Corporation is not a dis-
F5, Series F8, Series O and Series D Securities on page           position for tax purposes.
14 for details.

79                                                                                                           FIDELITY INVESTMENTS
                                                                                                                          Purchases, switches and redemptions
Switching Securities to another                             next valuation day. Please see Figuring out net asset
                                                            value per Security on page 76 for more information on
Fidelity Fund                                               how we calculate net asset value on a valuation day.
You can redeem Securities of a series of a Pool and         You'll receive your money back in the same currency
use the proceeds to buy Securities of another Fidelity      you used to buy the Pool. We may charge a fee of up
Fund.                                                       to $25 if you request your money back by cheque.
You may have to pay your dealer a switch fee. You           There is no fee for electronic deposits.
negotiate the charge with your financial advisor. A          We won’t process orders to redeem for:
short-term trading fee may also apply. See Switch fees
                                                            ■   a past date
on page 88 and Short-term trading fee on page 88 for
details.                                                    ■   a future date
                                                            ■   a specific price
Switching Securities of a Pool to another Fidelity Fund
that is not a class of shares of the Corporation will be    ■   any Securities that haven’t been paid for.
treated for tax purposes as a disposition and subse-        We’ll send you your money within three business days
quent purchase and will trigger a capital gain or loss.     of receiving your order, as long as your order is com-
If you redeem or switch shares you hold outside a reg-      plete. A business day does not include Saturdays,
istered plan, any capital gain you realize is subject to    Sundays or Canadian holidays. If we don’t receive your
tax. For more information about redemptions and how         properly completed order within 10 business days of
capital gains are taxed, see Income tax considerations      the sale, we’ll buy back the Securities you sold on the
for investors on page 91.                                   next valuation day. If we buy them back for less than
                                                            you sold them for, the Pool will keep the difference. If
                                                            we buy them back for more than you sold them for,
How to redeem Private Investment                            we’ll charge your dealer for the difference plus any
Fidelity Pools                                              costs. Your dealer may be entitled to recover any loss-
                                                            es from you.
You can cash in your Pool by selling your Securities
back to the Pool. This is called a redemption. You’ll
receive the net asset value per Security calculated on      Suspending your right to redeem
the valuation day we receive your order to redeem
your Securities.
                                                            Securities
                                                            On rare occasions, we may temporarily suspend your
You must put your order to redeem in writing and sign       right to redeem your Pool Securities and postpone
it. An acceptable guarantor must guarantee your sig-        paying your sale proceeds. We can only do this under
nature if the redemption is $25,000 or more. If a           the following circumstances:
corporation, partnership, agent, fiduciary or surviving
                                                            ■   if normal trading is suspended on any exchange on
joint owner holds the Securities we may also ask for
                                                                which securities or derivatives that make up more
other documents.
                                                                than half of the Pool’s total assets by value are trad-
If we receive your order before 4 p.m. Toronto time on          ed and these securities or derivatives aren’t traded
a valuation day (which is any day the TSX is open for           on any other exchange that is a reasonable alterna-
trading), we'll process your order as of that valuation         tive for the Pool, or
day. Otherwise, we'll process your order as of the next     ■   if we’ve received permission from the Ontario
valuation day. If the TSX closes earlier than 4 p.m. on a       Securities Commission; or
particular valuation day, we may impose an earlier
deadline for that valuation day. Any orders received
after this earlier deadline would be processed as of the


SIMPLIFIED PROSPECTUS 2010                                                                                           80
                                                                      Optional services




                                                                                                                                       Purchases, switches and redemptions
■    if the right to redeem Securities of an underlying fund          We offer the following plans to make it easier to buy
     has been suspended, we’ll automatically suspend the              and redeem the Pools. To sign up for a plan, contact
     redemption of Securities of the Pool that is linked to           your financial advisor or call us for details.
     that underlying fund.
If we receive your order to redeem on a day when we’ve                Pre-Authorized Chequing plan
suspended the calculation of net asset value per
                                                                      Our pre-authorized chequing plan lets you invest a small
Security, you can withdraw your order before the end of
                                                                      amount at regular intervals. This can be an affordable
the suspension period. Or you can redeem your
                                                                      and effective way to build your investments. Putting a
Securities based on the net asset value per Security cal-
                                                                      little away at a time is a good way to get into the habit
culated on the first day after the suspension ends.
                                                                      of investing.
                                                                      Here are some facts about our pre-authorized chequing
                                                                      plan:
                                                                      ■   You can invest as little as $1,000 each time. Just tell
                                                                          us how much you want to invest and when.
                                                                      ■   We’ll withdraw the money directly from your bank
                                                                          account and invest it in the Pools you choose.
                                                                      ■   You can change how much you invest and how often
                                                                          or cancel the plan whenever you like.
                                                                      ■   There are no fees for the plan, other than any sales
                                                                          charges.
                                                                      When you enrol in our pre-authorized chequing plan,
                                                                      you will receive a copy of the Pools’ simplified current
                                                                      prospectus and any amendments to that prospectus.
                                                                      Thereafter we will only send you an annual renewal sim-
                                                                      plified prospectus and amendments upon request.
                                                                      You can request that a copy of the Pools’ annual renew-
                                                                      al prospectus and any amendments be sent to you at
                                                                      the time you enrol in our pre-authorized chequing plan,
                                                                      or at any time thereafter by calling us toll-free at
                                                                      1-800-263-4077, by sending us an e-mail to
                                                                      cs.english@fmr.com for English language versions or
                                                                      sc.francais@fmr.com for French language versions, or by
                                                                      asking your financial advisor. You can also find the annu-
                                                                      al renewal simplified prospectus and any amendments
                                                                      at www.sedar.com or on our website at www.fidelity.ca.
                                                                      You have a statutory right to withdraw from an initial
                                                                      purchase of the Pools under our pre-authorized
                                                                      chequing plan but you do not have a statutory right to
    We may charge you a switch fee, along with a short-term trading   withdraw from subsequent purchases of the Pools under
    fee when you switch Securities. See the section Fees and          the pre-authorized chequing plan. However, you contin-
    expenses payable directly by you on page 88 for details.          ue to have all other statutory rights under securities law,


81                                                                                                              FIDELITY INVESTMENTS
                                                                                                                          Purchases, switches and redemptions / Optional services
including a misrepresentation right as described in the    ■   You choose how often the exchange occurs—twice
section What are your legal rights? on page 96,                a month, monthly, every two months, quarterly,
whether or not you have requested a renewal simpli-            semi-annually or annually.
fied prospectus.                                            ■   We will not charge you any fees for the systematic
                                                               exchange program, however, you may be charged
                                                               a short-term trading fee if you exchange Securities
Systematic Withdrawal Program                                  within 90 days of purchase and you may have to
Our systematic withdrawal program lets you withdraw            pay your dealer a switch fee for any exchanges.
a fixed amount from your Pools at regular intervals.            Please see Fees and expenses payable directly by
This is an easy way to receive cash, while giving the          you on page 88 for more details.
rest of your money the chance to grow.
Here are some facts about our systematic withdrawal
program:
                                                           Fidelity Custom Portfolio Service
                                                           Our Fidelity Custom Portfolio (the “Custom
■   The systematic withdrawal program is available for
                                                           Portfolio”) Service lets you invest in any number of
    non-registered accounts only.
                                                           the Pools with specific target allocations selected by
■   You can take out as little as $50 each time, as long   you. In this way, with the help of your financial advisor,
    as you have at least $5,000 in your account when       you can create your own customized portfolio of
    you start the withdrawal program.                      investments. We will then rebalance your holdings
■   You choose when you receive your money—month-          from time to time, based on your chosen frequency
    ly, quarterly, or every six months. We’ll send you a   and deviation, as is needed to make sure that your
    cheque or deposit the money directly into your         portfolio mix is allocated in accordance with your
    bank account. We may charge a fee of up to $25 if      instructions.
    you request your payment by cheque.
■   There are no other fees or charges for the withdraw-
                                                           Program Options
    al program other than any deferred sales charges or
    short term trading fees, if applicable.                The Custom Portfolio Service has several options you
                                                           can choose from for creating your portfolio:
■   You can cancel the withdrawal program by telling us
    in writing.                                            Fixed Rebalancing Option
It’s important to remember that if your regular with-      You can choose which Pools you want to invest in and
drawals are more than what your Pool is earning, you’ll    fix the percentages to be invested in each Pool. We
eventually use up your original investment.                will then see to it that your Custom Portfolio is rebal-
                                                           anced back to your specified target allocations either
                                                           quarterly, semi-annually or annually. This is known as
Systematic Exchange Program                                the “fixed” rebalancing option. This program can be
Our systematic exchange program lets you move              for an indefinite period and you can change your
money from a Pool to another Pool at regular intervals.    specified target allocations or rebalancing frequency
                                                           at any time.
Here are some facts about our systematic exchange
program:                                                   Custom Rebalancing Option
■   Systematic exchanges can be processed for either a     Alternatively, you can have a customized portfolio of
    fixed dollar amount or a specific number of              Pools with target fund allocations that change over a
    Securities.                                            designated period of time. You specify what your
                                                           portfolio should consist of at the time you start (both


SIMPLIFIED PROSPECTUS 2010                                                                                           82
in terms of asset mix and Pool selection), and what it       ■   Your financial advisor will help you with your selection
should look like by the time the end date is reached.            of Pools to make sure they are suitable for you, as
You can also select up to 5 specific portfolio mixes for          well as your choice of rebalancing options, and fre-
different points in time between the start and end               quency. You can also choose from 5 “tailored”
dates. We will see to it that your Custom Portfolio is           portfolios from which to make your Custom Portfolio
rebalanced to reflect the different portfolio mixes you           selection. Your financial advisor, as your agent, and
selected for each designated point in time. This is              not Fidelity, is responsible for assessing your contin-
known as the “custom” rebalancing option. This pro-              ued suitability for this program.
gram must be for a period of at least 3 years and for no     ■   Rebalancing will occur, at the intervals you specify,
longer than 60 years.                                            provided the market value of your holdings is
In both the Fixed and Custom Rebalancing Options you             between 2 and 10 percentage points (you select the
can choose from five Fidelity tailored portfolios, or             deviation, which must be in increments of 0.5 per-
select the Pools and asset mix yourself with the assis-          centage points) above or below your stated target
tance of your financial advisor.                                  allocation at the time.
                                                             ■   You tell us if you want the rebalancing done quarterly,
Pool Eligibility                                                 semi-annually or annually.
■ All of the Pools except the Equity Investment Trusts
                                                             ■   If you redeem all of your investments in a Pool that
  are eligible for this service.
                                                                 was part of your target allocation without providing
How To Participate                                               us with new standing instructions through your deal-
■ To participate in this program, you must have an ini-          er, then, at the time of your next scheduled
  tial minimum investment of $500,000 to invest in your          rebalancing, we will rebalance the remaining Pools in
  Custom Portfolio, and you must complete and sign               your portfolio and proportionately reallocate your
  our application form, made specifically for this                investments amongst the same Pools in your target
  Service. By completing the application, you are                allocation (which would include the Pool for which
  authorizing us to monitor your Custom portfolio and            you would have just redeemed your Securities).
  to rebalance it at intervals selected by you, which can    ■   You always retain the option of changing your target
  be quarterly, semi-annually, or annually, so that your         allocation, rebalancing options or rebalancing fre-
  Custom Portfolio is allocated in accordance with your          quency of your portfolio upon providing written
  instructions.                                                  instructions to us through your financial advisor,
■    We have created Series D Securities of Fidelity             notwithstanding any previous instructions you may
     Premium Money Market Private Pool to facilitate             have provided. You may also request a manual rebal-
     entry into the service with a single purchase, rather       ancing of your portfolio outside of the scheduled
     than purchasing each Pool in your Custom Portfolio          automatic rebalancing period at any time. Be advised
     separately. Accordingly, your initial investment may        that in some cases a manual rebalancing may trigger
     be used to purchase Series D Securities upon enrol-         short-term trading fees. Please see page 88 for
     ment which will then be redeemed (at no cost) and           details of our short-term trading policy.
     used to purchase the Pools of your choosing to com-     ■   There are no separate fees for this program. Any
     prise your Custom Portfolio.                                applicable Pool charges will apply.
                                                             ■   Rebalancing transactions could trigger a capital gain
Here are some other facts about our Fidelity Custom
Portfolio Service:                                               or loss.
                                                             ■   The $150,000 minimum initial investments for each
■    We will only act on your standing trade instructions
     which must be given to us by your financial advisor.         Pool do not apply in respect of purchases made
                                                                 through the Custom Portfolio Service.


83                                                                                                    FIDELITY INVESTMENTS
                                                                                                                       Optional services
All of the terms and conditions of the program are on      Group plans
our application forms which are available from your
                                                           A group plan is a collection of individual accounts, typ-
financial advisor or on our website, www.fidelity.ca.
                                                           ically RRSPs or other registered plans, and are usually
                                                           set up by an employer. If your employer has set up a
Registered plans                                           group plan, you may be able to make contributions
                                                           through payroll deductions.
Registered plans receive special treatment under the
Income Tax Act (Canada). A key benefit is that general-     The employer usually decides which Pools will be avail-
ly you don’t pay tax on the money you earn in these        able through a group plan. However, the employer and
plans until you withdraw the money. In addition, contri-   Fidelity aren’t responsible for the performance of the
butions to an RRSP are deductible from your taxable        portfolio of investments selected by you, the investor.
earnings up to your allowable limit.                       It’s up to you to decide whether to buy, hold, or
                                                           redeem Securities in a Pool. Since there may be other
We offer the following Fidelity registered plans:
                                                           investment choices available, you’ll have to judge each
■   Registered Retirement Savings Plans (RRSPs)            choice on its own merits. You may want to discuss your
■   Registered Retirement Income Funds (RRIFs), and in     choices with an independent financial advisor.
    Manitoba and Saskatchewan, Prescribed Retirement
                                                           Note that the Equity Investment Trusts are not eligible
    Income Funds (PRIFs)
                                                           for purchase as part of a group plan.
■   Registered Education Savings Plans (RESPs) (with
    the ability to accept supplemental grants from the
    Alberta government, and the Quebec Education
    Savings Incentives)
■   Locked-in Retirement Accounts (LIRAs)
■   Locked-in Retirement Savings Plans (LRSPs)
■   Life Income Funds (LIFs)
■   Locked-in Retirement Income Funds (LRIFs)
■   Tax-Free Savings Accounts (TFSAs)
You can open any of these plans by investing in any of
the Pools (except the Equity Investment Trusts which
are not available for public purchase, and will not be
eligible for registered plans). There are no annual
administration fees or fees to open, maintain or close
a plan.




SIMPLIFIED PROSPECTUS 2010                                                                                        84
Fees and expenses




                                                                                                                                                                                        Optional services / Fees and expenses
The following table shows the fees and expenses you may have to pay if you invest in the Pools. You may have to
pay some of these fees and expenses directly. The Pools may have to pay some of these fees and expenses, which
will reduce the value of your investment.


Fees and expenses payable by the Pools
Management and Advisory fees
Each Pool* pays annual management and advisory fees for the management of the Pool and for the investment man-
agement of its portfolio. The fees are calculated as a percentage of the net assets of each series of the Pool and are
accrued daily and paid monthly. The management and advisory fee is subject to HST. In some cases, Fidelity may
waive its right to receive a portion of the management and advisory fees. The aggregate maximum annual rate of
the management fee and advisory fees for Series B, Series S5, Series S8, Series I, Series I5, Series I8, Series F, Series
F5 and Series F8 Securities is set out below.
                                                                                                            Annual management and advisory fees
                                                                       Series B     Series S5   Series S8     Series I    Series I5   Series I8    Series F    Series F5    Series F8

Fidelity Canadian Equity Private Pool                                  1.75%        1.75%       1.75%        2.00%        2.00%       2.00%        0.75%        0.75%       0.75%
Fidelity Concentrated Canadian
Equity Private Pool                                                    1.75%        1.75%       1.75%        2.00%        2.00%       2.00%        0.75%        0.75%       0.75%
Fidelity U.S. Equity Private Pool                                      1.80%        1.80%       1.80%        2.05%        2.05%       2.05%        0.80%        0.80%       0.80%
Fidelity U.S. Equity Currency Neutral Private Pool                     1.80%        1.80%       1.80%        2.05%        2.05%       2.05%        0.80%        0.80%       0.80%
Fidelity International Equity Private Pool                             1.80%        1.80%       1.80%        2.05%        2.05%       2.05%        0.80%        0.80%       0.80%
Fidelity International Equity Currency Neutral
Private Pool                                                           1.80%        1.80%       1.80%        2.05%        2.05%       2.05%        0.80%        0.80%       0.80%
Fidelity Global Equity Private Pool                                    1.80%        1.80%       1.80%        2.05%        2.05%       2.05%        0.80%        0.80%       0.80%
Fidelity Global Equity Currency Neutral
Private Pool                                                           1.80%        1.80%       1.80%        2.05%        2.05%       2.05%        0.80%        0.80%       0.80%
Fidelity Balanced Income Private Pool                                  1.60%        1.60%       1.60%        1.85%        1.85%       1.85%        0.60%        0.60%       0.60%
Fidelity Balanced Income Currency Neutral
Private Pool                                                           1.60%        1.60%       1.60%        1.85%        1.85%       1.85%        0.60%        0.60%       0.60%
Fidelity Balanced Private Pool                                         1.65%        1.65%       1.65%        1.90%        1.90%       1.90%        0.65%        0.65%       0.65%
Fidelity Balanced Currency Neutral Private Pool                        1.65%        1.65%       1.65%        1.90%        1.90%       1.90%        0.65%        0.65%       0.65%
Fidelity Premium Fixed Income Private Pool                             0.95%           –           –         1.20%           –           –         0.45%           –           –
Fidelity Premium Fixed Income Capital
Yield Private Pool                                                     0.95%        0.95%       0.95%        1.20%        1.20%           –        0.45%        0.45%           –
Fidelity Premium Money Market Private Pool                             0.65%           –           –         0.90%           –            –        0.40%           –            –

Series D Securities of Fidelity Premium Money Market Private Pool have a maximum management and advisory fee
of 0.65%. Note that this series is only designed to be held on a short-term basis as part of the Fidelity Custom
Portfolio Service.
* Fidelity Canadian Equity Investment Trust, Fidelity Concentrated Canadian Equity Investment Trust, Fidelity U.S. Equity Investment Trust, Fidelity International Equity Investment
  Trust and Fidelity Global Equity Investment Trust are only offered in Series O Securities, and do not pay management and advisory fees.




85                                                                                                                                                         FIDELITY INVESTMENTS
                                                                                                                            Fees and expenses
GST/HST Paid by the Funds                                   and Fidelity Premium Fixed Income Capital Yield
Before July 1, 2010, management and advisory fees,          Private Pool, they will receive a rebate for the manage-
administrative fees and most other operating expenses       ment and advisory fees and fund expenses that apply
paid by the Pools attracted the federal GST and no          to their Securities, from Fidelity. For investors in Fidelity
provincial sales tax. The provincial sales tax in British   Premium Fixed Income Private Pool and Fidelity
Columbia, Ontario, New Brunswick, Nova Scotia and           Premium Money Market Private Pool, the Pools pay out
Newfoundland and Labrador have been harmonized              the amount of the reduction in the form of a distribu-
with the GST to create the federal harmonized sales         tion. These rebates and distributions are automatically
tax (HST), which is generally paid by residents of those    reinvested in additional Securities of the relevant series
provinces.                                                  of the Pool and are not paid to investors in cash. The
                                                            amount of the rebate or distribution is based on the
The GST/HST rules and rates that apply to the Pools         amount invested in each Pool and begins on the first
changed effective July 1, 2010. The Pools are now           dollar over $250,000 invested. The following is a chart
required to pay the GST/HST at a rate determined            outlining the different tiers and management fee dis-
separately for each series for each year. The rate that     counts available. To understand the effective net
ultimately applies to the fees and expenses paid dur-       management and advisory fee payable on your
ing a year for a series is determined based on the          Securities (after applying the discount), simply subtract
portion of the net asset value of the series attributable   the applicable discount amount in the following table
to investors resident in each province or territory at a    from the applicable management fees set out in the
certain point in time and the GST/HST rate for each of      management and advisory fee table above—for exam-
those provinces or territories. Accordingly, GST/HST        ple, for someone eligible for the 5 basis point discount
will be paid based on a “blended rate” of the 5% rate       on Series B Securities of Fidelity Canadian Equity
in the non-harmonized jurisdictions, 12% in British         Private Pool, to determine the effective management
Columbia, 15% in Nova Scotia and 13% in the other           fee for that investor on the applicable portion of assets,
harmonized provinces. The blended rate will be differ-      you would subtract 0.05% (5 basis points) from the
ent from year to year. This happens because different       1.75% management fee payable by that Pool for a net
securityholders invest in the different series and the      amount of 1.70%. The result is that you will be in the
securityholders who invest in each series change from       same pre-tax economic position as if the management
year to year because of purchases, switches and             and advisory fee payable on that portion of your
redemptions.                                                Securities was 1.70%. Discounts are applied based on
                                                            total assets in a “financial group”, which includes all
Management Fee Discounts                                    accounts belonging to a single investor, their spouse
Investors in the Pools (except the Equity Investment        and family members residing at the same address. It
Trusts) are eligible for reduced management fees and        also includes corporate accounts for which the investor
fund expenses. For investors in Fidelity Canadian           and other members of the financial group beneficially
Equity Private Pool, Fidelity Concentrated Canadian         own more than 50% of the corporation’s voting equity.
Equity Private Pool, Fidelity U.S. Equity Private Pool,     All members of the same financial group will receive
Fidelity U.S. Equity Currency Neutral Private Pool,         the same discount for their Securities.
Fidelity International Equity Private Pool, Fidelity
International Equity Currency Neutral Private Pool,
Fidelity Global Equity Private Pool, Fidelity Global
Equity Currency Neutral Private Pool, Fidelity Balanced
Income Private Pool, Fidelity Balanced Income
Currency Neutral Private Pool, Fidelity Balanced Private
Pool, Fidelity Balanced Currency Neutral Private Pool


SIMPLIFIED PROSPECTUS 2010                                                                                             86
                                                                                                                                                        Fees and expenses
         Management Fee Discounts on Pool Holdings (by Financial Group)              Underlying Pools or Funds
                                (basis points)

Pool                First 250k   Next 250k    Next 500k    Next $1M    Assets over
                                                                                     Where the Pools invest in underlying Pools of funds, the
                     in assets    in assets    in assets   in assets      $2M        fees and expenses payable in connection with the man-
The Equity Pools        0            5           10           15          20         agement and advisory services of the underlying Pool or
The Balanced Pools      0            5           10          12.5         15         fund are in addition to those payable by the applicable
Fidelity Premium                                                                     Pool. However, we make sure that any Pool that invests
Fixed Income
Private Pool            0            5           7.5         7.5          10         in another Pool or fund does not pay duplicate manage-
Fidelity Premium                                                                     ment and advisory fees on the portion of its assets that
Money Market                                                                         it invests in the underlying Pool or fund. In addition, any
Private Pool            0            5           10           15          15
                                                                                     Pool that invests in another Pool or fund does not pay
Fidelity Premium
Fixed Income Capital                                                                 duplicate sales fees or redemption fees with respect to
Yield Private Pool   0               5           7.5         7.5          10         the purchase or redemption by it of securities of its
                                                                                     underlying Pool or fund.
Note that the management fee discount is applicable
only on that portion of assets that fall within the speci-                           Operating expenses
fied tier. For example, if an investor holds $1 million in                            Fidelity will pay all of the operating expenses of each of
Series B shares of Fidelity Canadian Equity Private Pool,                            the Pools (including for services provided by Fidelity
then the discounting will apply as follows: zero for the                             and/or its affiliates), except for “Pool Costs” (see below),
first $250,000 in assets, and then 5 basis points on that                             in respect of each series, in exchange for a fixed adminis-
portion of Pool assets above $250,000 and below                                      tration fee (the “Administration Fee”) that is paid by each
$500,000 and then 10 basis points on that portion of                                 Pool (except the Equity Investment Trusts and Fidelity
Pool assets greater than $500,000 up to $1 million.                                  Premium Money Market Private Pool).

Series I, Series I5 and Series I8 Securities:                                        The expenses borne by Fidelity in exchange for the
                                                                                     Administration Fee include transfer agency, pricing and
For Series I, Series I5 and Series I8 Securities of the
                                                                                     bookkeeping fees, which include processing purchases and
Pools, the amount of trailer fee payable to your dealer is
                                                                                     sales of securities of the Pools and calculating each Pool’s
negotiable between you and your dealer under a
                                                                                     security price; legal, audit and custodial fees; administra-
“Series I Agreement”. The difference between the trailer
                                                                                     tive costs and trustee services relating to registered tax
fee negotiated with your dealer and the maximum annual
                                                                                     plans; filing fees; the costs of preparing and distributing
trailer fee payable on Fidelity for Series I, Series I5 and
                                                                                     Pool financial reports, simplified prospectuses, and other
Series I8 Securities (as set out in the table titled
                                                                                     investor communications Fidelity is required to prepare to
“Maximum Annual Trailer Fee Rate” on page 90) is paid
                                                                                     comply with applicable laws, and other expenses not oth-
to you in the same manner as the management fee dis-
                                                                                     erwise included in the management and advisory fee.
counts described above.
                                                                                     The “Pool Costs” include the following:
We may in our sole discretion make changes to this pro-
gram including increasing or decreasing the                                          ■   the fees and expenses of the IRC, which includes com-
rebates/distributions available, changing or eliminating                                 pensation paid to IRC members as an annual retainer
the tiers, or cease to offer them altogether. Please speak                               as well as per meeting attendance fees and the reim-
with your financial advisor for more details about this                                   bursement of the expenses of IRC members that are
program.                                                                                 associated with the IRC;
                                                                                     ■   taxes (including, but not limited to income tax, capital tax
                                                                                         and GST/HST on fees and expenses paid by the Pools);
                                                                                     ■   brokerage commissions and other securities transac-
                                                                                         tion expenses, including the cost of derivatives;


87                                                                                                                               FIDELITY INVESTMENTS
                                                                                                                                              Fees and expenses
■   interest charges;                                                           charged an Administration Fee), may, in any particular
■   Any new fees related to external services that were                         period, exceed or be lower than the expenses Fidelity
    not commonly charged in the Canadian mutual fund                            incurs in providing such services to the Pools.
    industry as of October 31, 2008; and                                        As of the date of this simplified prospectus, each
■   The costs of complying with any new regulatory                              member of the IRC received an annual retainer of
    requirements, including without limitations, any new                        $35,000 ($55,000 for the Chair), and a fee of $2,500
    fees introduced after October 31, 2008.                                     ($4,000 for the Chair) for each IRC meeting the mem-
                                                                                ber attends, plus expenses for each meeting. These
Each Series of a Pool (except for Series O) is responsible
                                                                                fees and expenses, plus other expenses associated
for its proportionate share of common Pool Costs in
                                                                                with the IRC, such as insurance and applicable legal
addition to Pool Costs that it alone incurs. For Series O
                                                                                costs, are allocated amongst all the Fidelity Funds that
units of the Equity Investment Trusts we pay common
                                                                                are subject to NI 81-107, including the Pools in this
and specific expenses. The costs of the forward con-
                                                                                simplified prospectus, in a manner considered by
tracts attributable to Fidelity Premium Fixed Income
                                                                                Fidelity to be fair and reasonable. As the Fidelity
Capital Yield Private Pool are expected to range
                                                                                Premium Fixed Income Capital Yield Private Pool is
between 0.25% and 0.45% of the value of the forward
                                                                                new, none of the costs of the IRC have been allocated
contracts per year. These costs, and any related costs
                                                                                to it as of the date of this simplified prospectus.
(such as hedging), may change at any time without
notice to you.                                                                  We will give Securityholders 60 days’ written notice of
                                                                                any change to the basis of the calculation of the fees
The Administration Fee is calculated as a fixed annual
                                                                                or expenses that are charged to a Pool or its
percentage (accrued daily and payable monthly) of the
                                                                                Securityholders by an arm's length party that could
net asset value of each Pool (except the Equity
                                                                                result in an increase in charges, or the introduction of a
Investment Trusts and Fidelity Premium Money Market
                                                                                fee or expense to be charged to a Pool or its
Private Pool) as follows:
                                                                                Securityholders, that could result in an increase in
Pool                                       Operating Expense Fee (percentage)   charges.
Fidelity Canadian Equity Private Pool,
Fidelity Concentrated Canadian Equity
Private Pool, Fidelity US Equity Private Pool,
Fidelity Balanced Private Pool,
                                                                                Fees and expenses payable
Fidelity Balanced Income Private Pool,                  0.15%                   directly by you
Fidelity US Equity Currency Neutral
Private Pool, Fidelity Balanced Currency                                        Sales charges
Neutral Private Pool, Fidelity Balanced
Income Currency Neutral Private Pool                    0.18%
                                                                                Initial sales charge
Fidelity International Equity Private Pool,
Fidelity Global Equity Private Pool,                    0.20%                   Series B, Series S5, Series S8, Series I, Series I5 and
Fidelity International Equity Currency                                          Series I8 Securities are available only under the initial
Neutral Private Pool, Fidelity Global Equity
Currency Neutral Private Pool                           0.23%                   sales charge option. You may have to pay an initial
Fidelity Premium Fixed Income Private Pool              0.10%                   sales charge if you buy these Securities. You and your
Fidelity Premium Fixed Income Capital                                           financial advisor negotiate the amount you pay. The
Yield Private Pool                                      0.10%                   charge can be from 0% to 5% on any Pool. The sales
The Administration Fee is charged in addition to the                            charge is deducted from the amount you invest and
management and advisory fee and is subject to                                   paid it to your dealer as a commission.
GST/HST. The Administration Fee charged to the Pools
                                                                                You pay no initial sales charge when you buy Series F,
(other than the Equity Investment Trusts and Fidelity
                                                                                Series F5 or Series F8 securities of a Pool.
Premium Money Market Private Pool, which will not be



SIMPLIFIED PROSPECTUS 2010                                                                                                               88
                                                                                                                                            Fees and expenses / Dealer compensation
There is no sales charge payable on the purchase of           This fee is designed to protect Securityholders from
Series O Securities of an Equity Investment Trust.            other investors moving quickly in and out of the Pools.
                                                              Frequent trading can hurt a Pool’s performance by forc-
Switch fees                                                   ing the portfolio manager to keep more cash in the Pool
You may have to pay a charge of up to 2% of the value         than would otherwise be needed or to sell investments
of your Securities to your dealer when you switch your        at an inappropriate time. It may also increase the Pool’s
Securities to a different series of the same Pool (where      transaction costs.
permitted) or when you switch from Securities of a Pool       Short-term trading fees are paid to the Pool affected
to Securities of another Pool or Fidelity Fund. The fee is    and are in addition to any sales charge or switch fee.
paid by redeeming your Securities immediately before          The fee is deducted from the amount you redeem or
the switch is made.                                           switch, or it is charged to your account, and is retained
You negotiate the charge with your financial advisor.          by the Pool. The types of trades for which the short-
                                                              term trading fee doesn’t apply include:
You pay no switch fee when you switch from Series F, F5
                                                              ■   if you redeem or switch Securities purchased by rein-
or F8 securities of a Pool to Series F, F5 or F8 securities
                                                                  vesting distributions;
of another Fidelity Fund.
                                                              ■   Securities sold as a result of the death of a
If you switch Securities within 90 days of buying them,           Securityholder; and
you may also be charged a short-term trading fee. See
                                                              ■   Securities sold as part of a fund-of-fund program.
Short-term trading fee below.
You’ll find more information about permitted switches of       Cheque fees
Securities in Switching to another series of the same         You may be charged a fee of $25 plus applicable taxes
Pool on page 77, Switching securities to another Pool or      for each payment which you request by cheque in
fund of the Corporation on page 79, and Switching             respect of redemptions, payments under a systematic
Securities to another Fidelity Fund on page 80.               withdrawal plan, cash dividends or Series S5, Series S8,
                                                              Series I5, Series I8, Series F5 or Series F8 distributions.
Registered plan fees
                                                              Insufficient funds fee
None
                                                              You may be charged a fee of $25 plus applicable taxes for
Other                                                         each payment not honoured by your financial institution.

Short-term trading fee
If you redeem or switch Securities of the Pools within 30
                                                              Impact of sales charges
days of buying Securities of any series you will be           The table below shows the fees you would have to pay
charged a short-term trading fee of 1% of the value of        if you bought Securities of a Pool under our different
the Securities. If you redeem or switch Securities of the     purchase options. It assumes that:
Pools between 31 and 90 days of purchase, you may be          ■   You invest $1,000 in Securities of the Pool for each
charged a short-term trading fee of 1% of the value of            period and redeem all of your Securities immediately
the Securities.                                                   before the end of that period.
                                                              ■   The sales charge under the initial sales charge option
                                                                  is 5%.
                                                                                    When you buy       After     After     After    After
                                                                                    your Securities   1 year   3 years   5 years 10 years

                                                              Initial sales charge option     $50         -         -         -        -



89                                                                                                               FIDELITY INVESTMENTS
Dealer compensation




                                                                                                                                                          Fees and expenses / Dealer compensation
How your financial advisor and                                  of the Series B, Series S5, Series S8, Series D, Series I,
                                                               Series I5 and Series I8 Securities of each Pool held by
dealer are paid                                                the dealer’s clients. The fees depend on the Pool and
Your financial advisor usually is the person you buy            the Series. We may change or cancel the terms of the
Pools from. Your financial advisor could be a broker,           trailer fees in our discretion and without advance
financial planner or other person who’s registered to           notice. The following table shows the maximum trailer
sell mutual funds. Your dealer is the firm your financial        fee rates:
advisor works for.
                                                                                                      Maximum annual trailer fee rate3

                                                                                                           Series B,                       Series I,
Commissions                                                                                           Series S5, Series S8               Series I5 and
                                                               Pool                                      and Series D1                    Series I82
Your financial advisor usually receives a commission            Fidelity Canadian Equity Private Pool
when you invest in Series B, Series S5, Series S8, Series      Fidelity Concentrated Canadian Equity
                                                               Private Pool; Fidelity US Equity
I, Series I5, Series I8 or Series D Securities of the Pools.
                                                               Private Pool; Fidelity US Equity Currency
You and your financial advisor decide on the percent-           Neutral Private Pool; Fidelity International
age you’ll be charged. The percentage of the sales             Equity Private Pool; Fidelity International
                                                               Equity Currency Neutral Private Pool;
charge ranges from 0% to 5%. We may deduct the                 Fidelity Global Equity Private Pool;
sales charge from the amount you invest and pay it to          Fidelity Global Equity Currency Neutral
                                                               Private Pool; Fidelity Balanced Income
your dealer as a commission. See Initial sales charge          Private Pool; Fidelity Balanced Income
on page 88 for details.                                        Currency Neutral Private Pool; Fidelity
                                                               Balanced Private Pool; Fidelity Balanced
                                                               Currency Neutral Private Pool
Switch fees                                                                                                1.00%                           1.25%
                                                               Fidelity Premium Fixed Income
When you switch shares of one series of a Pool to              Private Pool
shares of a different series of the same Pool (where           Fidelity Premium Fixed Income Capital
                                                               Yield Private Pool                           0.50%                          0.75%
permitted) or when you switch from Securities of a
                                                               Fidelity Premium Money Market
Pool to another Pool or Fidelity Fund, you may have to         Private Pool                                 0.25%                          0.50%
pay your dealer a switch fee of up to 2%. You negoti-
                                                               1 Series D is only available on Fidelity Premium Money Market Private Pool, as
ate the fee with your financial advisor. The charge is            part of the Fidelity Custom Portfolio Service.
paid by redeeming Securities of the Pool you’re                2 Series I, I5 and I8 Securities are designed to have a flexible trailer fee that is

                                                                 negotiated between the investor and the dealer/financial advisor. The actual
switching out of. Please see Switch Fees on page 88              trailer fee paid by the Pool will be dependent on the amount negotiated
for more details about this fee. Also please see                 between the investor and the dealer/financial advisor and provided to us in a
                                                                 “Series I Agreement”. The trailer fee payable on Series I, I5 and I8 Securities
Switching to another series of the same Pool on page             can range from 0% to the maximum amounts set out in the above chart. Note
77, Switching Securities to another Pool or fund of the          that if we do not receive a completed “Series I Agreement” in respect of any
                                                                 purchases of Series I, Series I5 or Series I8 Securities, the applicable trailer fee
Corporation on page 79 and Switching Securities to               payable will be defaulted to that amount payable on Series B, Series S5 or
                                                                 Series S8 Securities. The difference of 25 bps will be payable to you in the
another Fidelity Fund on page 80 for more information            manner described above in the section titled Series I, Series I5 and Series I8
about permitted switches.                                        Securities on page 82 and will result in you being in the same pre-tax eco-
                                                                 nomic position as a holder of Series B, Series S5 or Series S8 Securities with
                                                                 respect to the payment of trailer fees.
Trailer fees                                                   Fidelity does not pay trailer fees in respect of the Equity Investment Trusts,
                                                               which are only offered in Series O units for purchase by other Fidelity Pools
We pay trailer fees to your dealer on Series B, Series         and are not available for public purchase.
                                                               Fidelity does not pay trailer fees in respect of Series F, Series F5 or Series F8
S5, Series S8, Series D, Series I, Series I5 and Series I8     Securities of the Pools.
Securities at the end of each quarter or, if the dealer
qualifies, on a more frequent basis. We expect that
dealers will pay a portion of the trailer fee to financial
advisors for the services they provide to their clients.
These fees are a percentage of the average daily value



SIMPLIFIED PROSPECTUS 2010                                                                                                                           90
                                                              Dealer compensation
                                                              from management fees




                                                                                                                            Dealer compensation / Dealer compensation from management fees / Income tax considerations for investors
Marketing support programs                                    We paid dealers compensation of approximately 49.5%
We pay for materials we give to dealers to help support       of the total management fees we received from all the
their sales efforts. These materials include reports and      Fidelity Funds we managed during our financial year
commentaries on securities, the markets and the Pools.        ended December 31, 2009. This includes amounts we
We pay for our own marketing and advertising pro-             paid to dealers for commissions, trailer fees, marketing
grams.                                                        support programs and introduction fees.

We may share with dealers up to 50% of their costs in
marketing the Pools or the Fidelity Funds. This may
include paying a portion of the costs of a dealer in
advertising the availability of the Pools through its finan-
cial advisors. We may also pay part of the costs of a
dealer in presenting seminars to educate investors
about the Fidelity Funds or generally about the benefits
of investing in mutual funds.
We may pay up to 10% of the costs for dealers to hold
educational seminars or conferences for their financial
advisors to provide them with information about, among
other things, financial planning or mutual fund industry
matters.
We also arrange seminars for financial advisors from
time to time, where we inform them about new devel-
opments in the Pools or the Fidelity Funds, our products
and services and mutual fund industry matters. We
invite dealers to send their financial advisors to our sem-
inars, but the dealer decides who attends. The financial
advisors must pay for their own travel, accommodation
and personal expenses if they attend our seminars.
We may also pay the registration costs for financial advi-
sors to attend educational conferences or seminars
organized and presented by other organizations.
All of our programs that benefit dealers comply with
securities laws. The Pools do not pay the costs of these
programs.

Introduction fees
We may pay a fee to dealers and others who introduce
us to employers as clients for our group plan business.




91                                                                                                   FIDELITY INVESTMENTS
Income tax considerations
for investors




                                                                                                                            Dealer compensation / Dealer compensation from management fees / Income tax considerations for investors
This information is a general summary of tax rules and       How the Corporation is taxed
is not intended to be legal advice. For this discussion,
                                                             The Equity Pools and the Balanced Pools and the
we assume you are a Canadian resident individual
                                                             Specialty Pool are established as classes of shares of
(other than a trust) and that you hold your Securities
                                                             the Corporation. The Corporation will pay sufficient
as capital property. More information is contained in
                                                             capital gains dividends and ordinary dividends so that,
the Pool’s annual information form.
                                                             generally, the tax paid or payable by the Corporation
We have tried to make this discussion easy to under-         with respect to realized capital gains and dividends
stand. As a result, we cannot be technically precise, or     from taxable Canadian corporations will be refunded
cover all the tax consequences that may apply. We            or credited to the Corporation. The Corporation will
suggest that you consult your tax adviser for details        be liable to pay tax at corporate rates applicable to a
about your individual situation.                             mutual fund corporation on income from other sources
                                                             such as interest, certain derivative income and foreign
                                                             income. The Corporation will try to eliminate this tax
How the Pools aim to make money                              liability by reducing taxable income through using
A Pool can make money two ways. First, it can earn           deductible expenses and tax credits. If the
income. Some examples of income are interest paid            Corporation is not successful in eliminating its tax lia-
on bonds, dividends paid on stocks and gains on cer-         bility, the Corporation will be subject to tax.
tain derivatives instruments. Second, a Pool can have
                                                             Gains and losses realized by the Corporation from the
capital gains if the value of its holdings goes up. If the
                                                             use of derivatives for non-hedging purposes will be
Pool sells an investment at a gain, the gain is realized.
                                                             treated as ordinary income and losses for tax purpos-
If the Pool continues to hold the investment, the gain
                                                             es, rather than as capital gains and losses. Gains and
is unrealized. Income and capital gains can also be
                                                             losses realized by the Corporation from the use of
earned through investments in underlying Pools or
                                                             derivatives for hedging purposes may be treated for
funds. The distributions paid by an underlying Pool or
                                                             tax purposes as ordinary income and losses or as capi-
fund have the character of a dividend from Canadian
                                                             tal gains and capital losses, depending on the
corporations, taxable capital gain, Canadian income
                                                             circumstances. The Corporation treats the gains and
from a trust or foreign income from a trust.
                                                             losses realized on derivatives used by Fidelity Balanced
                                                             Currency Neutral Private Pool, Fidelity International
How the Pools Established as Trusts                          Equity Currency Neutral Private Pool, Fidelity Global
                                                             Equity Currency Neutral Private Pool, Fidelity Balanced
are Taxed
                                                             Income Currency Neutral Private Pool and Fidelity U.S.
The Fixed Income Pools and Equity Investment Trusts          Equity Currency Neutral Private Pool to hedge against
are established as separate trusts. Each year, these         currency fluctuations as capital gains and capital loss-
Pools pay out a sufficient amount of their income (after      es, rather than as ordinary income and losses. While
deducting expenses) and realized capital gains so that       this treatment is commonly applied by the mutual fund
generally, they don’t have to pay ordinary income tax.       industry, the Canada Revenue Agency could reassess
This is known as a distribution.                             the Corporation on the basis that these amounts are
                                                             income. A reassessment may result in a tax liability for
                                                             the Corporation, if the Corporation does not have suf-
                                                             ficient deductible expenses and tax credits to offset
                                                             this income.
                                                             The Corporation will elect under subsection 39(4) of
                                                             the Tax Act to have all gains or losses on dispositions



SIMPLIFIED PROSPECTUS 2010                                                                                             92
                                                                                                                              Income tax considerations for investors
of “Canadian securities” under the Tax Act treated as          dividends that are paid to investors by each fund (i.e. on
capital gains or losses. Accordingly, if in connection with    each class of shares) of the Corporation are determined
Fidelity Premium Fixed Income Capital Yield Private            in accordance with an allocation policy that has been
Pool, the Corporation delivers Canadian securities to          approved by the Board of Directors of the Corporation.
the counterparty under a forward contract, the
                                                               Most of the Pools that are part of the Corporation invest
Corporation will realize a capital gain or loss. If the for-
                                                               their assets in units of underlying Fidelity Funds. In
ward is not settled by physical delivery of Canadian
                                                               determining its taxable income and any dividends
securities, the proceeds realized by the Corporation
                                                               and/or capital gains dividends to be paid, the
would likely be treated as ordinary income or loss.
                                                               Corporation must consider the distributions of income
The Corporation keeps track of the assets and liabili-         and capital gains that it receives from underlying Fidelity
ties of each Pool (i.e. each class of shares) separately,      Funds. The Corporation must also consider any capital
but for tax purposes it must calculate its net income,         gains or losses realized on the disposition of units of the
net realized capital gains, tax credits, tax refunds and       underlying Fidelity Funds, as well as capital gains and
tax liability as a single corporation. As a result, the div-   losses on securities sold under forward contracts and
idends and capital gains dividends paid to you on your         other securities. Generally, distributions of dividends
Securities of a Pool will likely be different than the         received from an underlying Fidelity Fund will be flowed
amount you would have received if the Pool was a               through to shareholders of the corresponding class of
stand-alone fund. To explain, if a Pool has expenses in a      the Corporation (i.e. the class that invests in that under-
year that are greater than the income earned on its            lying fund). Similarly, distributions of capital gains, and
assets in that year, it may be necessary to deduct those       foreign and other income, as well as any capital gains
expenses against income earned on the assets of anoth-         and losses on securities sold under forward contracts
er Pool. In this way, expenses or loss carryforwards from      will also generally be attributed to the corresponding
one Pool may be used to reduce income or capital               class. Expenses will generally be attributed to the vari-
gains from another Pool, thus reducing the tax liability       ous classes of the Corporation, as incurred, in order to
attributed to that Pool or the amount of capital gains         reduce dividends paid on that particular class, however
dividends paid on that Pool. Also, the amount of capital       they may also be used to reduce dividends paid on
gains dividends that the Corporation must pay to elimi-        other classes. Due to the complexity of the
nate tax on its net realized capital gains will be affected    Corporation’s tax structure, there are other factors that
by the level of redemptions of all Securities of all Pools     will also be taken into account in making dividend pay-
and funds of the Corporation and by accrued gains and          ments. For example, if the amount to be paid by a
losses on all of the assets of the Corporation. The            certain class applying the above considerations is de
Corporation may be forced to buy and sell assets of a          minimus, such amount may instead be paid by other
Pool more quickly than a Pool would otherwise choose           classes that are already paying dividends.
to do because of switching between Pools or funds
(including switching that occurs under the Fidelity            The Board of Directors of the Corporation shall have
Custom Portfolio Service), resulting in earlier recognition    final discretion as to the payment of dividends and shall
of gains and losses. This may increase or decrease the         consider appropriate deviations from the above consid-
amount of capital gain dividends paid in a year.               ering the best interests of all investors of the
                                                               Corporation. Dividends and/or capital gains dividends
The Corporation employs a methodology to calculate
                                                               may be paid by a class of the Corporation for a year
the income, capital gains, expenses, loss carryforwards,
                                                               when income was not received and/or net capital gains
tax credits, tax refunds and tax liability of the
                                                               were not realized on the assets of that class.
Corporation in a tax efficient manner and to allocate
them among the funds of the Corporation in a manner
that, in Fidelity's view, is both consistent and fair to
investors. The amount of dividends and capital gains

93                                                                                                     FIDELITY INVESTMENTS
                                                                                                                                        Income tax considerations for investors
How you are taxed                                             base of your Securities of the Pool. If the adjusted cost
                                                              base of your Securities is reduced to less than zero you
The tax you pay on your mutual fund investment
                                                              will realize a capital gain equal to the negative amount
depends on whether you hold your Securities in a reg-
                                                              and your adjusted cost base will be increased to zero.
istered plan or in a non-registered account.
                                                              Monthly distributions on Series S5, S8, I5, I8, F5 and F8
                                                              Securities will be comprised of returns of capital.
Pools you hold in a registered plan
If you hold your Securities in a registered plan, you don’t   You must include the taxable portion of the amounts
have to pay any taxes on distributions or dividends your      shown on the tax slip as part of your annual income.
plan received from the Pools or on any capital gains          This applies even if your distributions or dividends are
your plan realizes from redeeming Securities. Any with-       reinvested in Securities of the Pool.
drawals you receive from your registered plan, however,
will generally be subject to tax (special rules apply to
RESPs and Registered Disability Savings Plans, and with-
drawals from a TFSA are not subject to tax). Holders of
TFSAs should consult their own tax advisors as to
whether Securities of the Pools would be prohibited
investments under the Tax Act in their circumstances.
                                                               How to calculate adjusted cost base
Pools you hold in a non-registered account                     Here’s how the aggregate adjusted cost base of your Securities
If you hold your Securities in a non-registered account,       of a series of a particular Pool is generally calculated:
we’ll send you a tax slip each year if a dividend or dis-      ■ start with your initial investment, including any sales charges
tribution is paid to you. It shows in the case of a Pool          you paid
that is a class of the Corporation, your share of ordi-        ■ add any additional investments, including any sales charges
nary dividends or capital gains dividends paid to you             you paid
during the previous calendar year, and in the case of a        ■ add any distributions or dividends you reinvested (including

Pool established as a trust, your share of the Pool’s             management fee distributions and rebates)
                                                               ■ add the adjusted cost base of Securities switched from
income, net realized capital gains and capital, for the
                                                                 another Pool or fund or for a different series of the same
previous year, as well as any allowable tax credits.
                                                                 Pool (only in the case of switches between classes of the
Income of a Pool established as a trust may include
                                                                 Corporation)
dividends from taxable Canadian corporations, foreign          ■ subtract any distributions that were a return of capital
income and other income. Dividends paid by Canadian            ■ subtract the adjusted cost base of any previous redemptions
companies, including the Corporation, will be taxed            ■ subtract the adjusted cost base of Securities which are
subject to the gross-up and dividend tax credit. An              switched to another Pool or fund or to a different series of
enhanced gross-up and dividend tax credit is available           the same Pool (only in the case of switches between classes
for certain eligible dividends paid by Canadian corpo-           of the Corporation).
rations, including the Corporation. If the Pool has            To calculate adjusted cost base, you’ll need to keep detailed
earned foreign income, it may have paid foreign with-          records of the price you paid for your investments and the distri-
holding tax. In the case of a Pool established as a trust,     butions you received on those Securities. It is expected that the
some or all of this tax may be credited against the            monthly distributions on Series S5, Series S8, Series I5, Series I8,
Canadian income tax you pay. Capital gains distributed         Series F5 and Series F8 Securities of the Pools will be returns of
by the Pools and capital gains dividends paid by the           capital, which will affect the adjusted cost base of your
Corporation will be treated as if you realized them            Securities. We will provide you with information regarding any
directly. Returns of capital are not immediately taxable.      distributions that are a return of capital. For more information,
                                                               contact your tax adviser.
Instead, a return of capital reduces the adjusted cost


SIMPLIFIED PROSPECTUS 2010                                                                                                         94
Capital gains and losses when you                              Portfolio turnover
redeem your Securities                                         The higher a Pool’s or underlying Pool’s portfolio turnover
You can switch from one Pool that is a class of the            rate in a year, the greater the chance that you will
Corporation to another Pool that is a class of the             receive a capital gains distribution. Any gains realized
Corporation or to another Fidelity Fund that is also a         would be offset by any losses realized on portfolio trans-
class of the Corporation without triggering a disposition      actions. There is not necessarily a relationship between
or capital gain or loss. This will include switches that       a high turnover rate and the performance of a Pool.
occur under the Fidelity Custom Portfolio Service. Any
permitted changes of series within the same Pool can be
made without triggering a capital gain or a capital loss.
You’ll have a capital gain if the money you receive from
redeeming or switching a Security (other than between
classes of the Corporation) is more than the adjusted
cost base of the Security, after deducting any costs of
redeeming or switching the Security. This includes
redemptions and switches that occur under the Fidelity
Custom Portfolio Service. You’ll have a capital loss if the
money you receive from a sale is less than the adjusted
cost base, after deducting any costs of redeeming or
switching your Securities. Generally, one-half of a capital
gain is included in calculating your income.
If you’ve bought Securities at various times, you will like-
ly have paid various prices. The adjusted cost base of a
Security is the average of the cost of all the identical
Securities you hold in the Pool. That includes Securities
you got through reinvestments of distributions.
In certain cases, individuals may also have to pay alter-
native minimum tax on the capital gains or dividends
they earn.


Buying Securities late in the year
The Security price of a Pool may include income and/or
capital gains that the Pool has earned or realized but not
yet distributed. You will be taxable on dividends and on
distributions of income and capital gains even if the relat-
ed income and capital gains accrued to the Pool or were
realized by the Pool but remain undistributed before you
acquired the Securities. This could be particularly signifi-
cant if you purchase Securities of the Pool late in the year
or on or before the date on which a dividend will be paid.




95                                                                                                     FIDELITY INVESTMENTS
What are your
legal rights?




                                                                 Income tax considerations for investors / What are your legal rights?
Securities law in several provinces gives you the right
to withdraw from an agreement to buy securities within
two business days after you receive a simplified
prospectus or to cancel your purchase within 48 hours
after you receive confirmation of a securities purchase.
If you buy securities under a contractual plan, the time
period for your right to withdraw from the purchase
may be longer.
In several provinces and territories, securities law also
gives you the right to cancel a purchase or, in some
jurisdictions, claim damages if the simplified prospec-
tus or annual information form or financial statements
contain a misrepresentation. You must act within the
time limit set by the securities legislation in your
province or territory. You can find out more by consult-
ing the securities legislation in your province or
territory or by consulting a legal adviser.




SIMPLIFIED PROSPECTUS 2010                                  96
                                        SEPTEMBER 10, 2010




                                        Fidelity Private Investment Pools
                                        Series B, Series S5, Series S8, Series I, Series I5, Series I8, Series F, Series F5
                                        and Series F8 Securities (unless otherwise indicated)


You can find additional                  Equity Pools
information about each                  Fidelity Canadian Equity Private Pool*
Pool in its annual informa-             Fidelity Concentrated Canadian Equity Private Pool*
tion form, management                   Fidelity U.S. Equity Private Pool*
reports of fund perform-
                                        Fidelity U.S. Equity Currency Neutral Private Pool*
ance and its most recently
                                        Fidelity International Equity Private Pool*
filed annual or interim
                                        Fidelity International Equity Currency Neutral Private Pool*
financial statements. These
documents                               Fidelity Global Equity Private Pool*
are incorporated by refer-              Fidelity Global Equity Currency Neutral Private Pool*
ence into this simplified
prospectus. That means                  Balanced Pools
they legally form part of               Fidelity Balanced Income Private Pool*
this document just as if                Fidelity Balanced Income Currency Neutral Private Pool*
they were printed in it.                Fidelity Balanced Private Pool*
                                        Fidelity Balanced Currency Neutral Private Pool*
You can get a copy of the
Pools’ annual information
form, management reports
                                        Fixed Income Pools
                                        Fidelity Premium Fixed Income Private Pool (available in
of fund performance and                 Series B, I and F only)
financial statements at no
                                        Fidelity Premium Money Market Private Pool (available in
cost, by calling us at                  Series B, I, D and F only)
1-800-263-4077, sending
us an e-mail at                         Specialty Pool
cs.english@fmr.com for                  Fidelity Premium Fixed Income Capital Yield Private Pool*
English language versions               (available in Series B, I, F, S5, I5, and F5 only)
or sc.francais@fmr.com for
French language versions,               Equity Investments Trusts
or by asking your financial              (Securities are not available for public purchase)
advisor. You’ll also find                Fidelity Canadian Equity Investment Trust (available in
this simplified prospectus               Series O Only)
and the financial statements             Fidelity Concentrated Canadian Equity Investment Trust
                                        (available in Series O Only)
on our website at
www.fidelity.ca.                         Fidelity U.S. Equity Investment Trust (available in
                                        Series O Only)
These documents and                     Fidelity International Equity Investment Trust (available in
other information about                 Series O Only)
the Pools, such as informa-             Fidelity Global Equity Investment Trust (available in
                                        Series O Only)
tion circulars and material
contracts, are also available
on our website at
www.fidelity.ca and at                   *Classes of Fidelity Capital Structure Corp.
www.sedar.com.



                                Fidelity Investments Canada ULC, 483 Bay Street, Suite 300, Toronto, Ontario M5G 2N7




                                62.108310E                                                                                    09/10   LEG-11810

				
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