Proxy Voting

March 2011

Pyramis Global Advisors, LLC, in its capacity as portfolio advisor to the FIC Funds, hires Fidelity Management and Research Co. ("FMR") to manage the proxy voting on behalf of those funds, in accordance with these Guidelines.

1. Voting of shares will be conducted in a manner consistent with the best interests of mutual fund investors as follows: (i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii) voting will be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.
2. FMR Investment Proxy Research votes proxies. In the event an Investment Proxy Research employee has a personal conflict with a portfolio company or an employee or director of a portfolio company, that employee will withdraw from making any proxy voting decisions with respect to that portfolio company. A conflict of interest arises when there are factors that may prompt one to question whether a Fidelity employee is acting solely on the best interests of Fidelity and its customers. Employees are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests of Fidelity and its customers.
3. Except as set forth herein, FMR will generally vote in favor of routine management proposals.
4. Non-routine proposals will generally be voted in accordance with the guidelines.
5. Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate analyst or portfolio manager, as applicable, subject to review by an attorney within FMR's General Counsel's office and a member of senior management within FMR Investment Proxy Research. A significant pattern of such proposals or other special circumstances will be referred to Pyramis' Senior Compliance Officer or his designee.
6. FMR will vote on shareholder proposals not specifically addressed by the guidelines based on an evaluation of a proposal's likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value. Where information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.
7. Many FIC Funds invest in voting securities issued by companies that are domiciled outside Canada and are not listed on a Canadian securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the Canada. When voting proxies relating to non- Canadian securities, FMR will generally evaluate proposals in the context of the Guidelines, and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
8. In certain non-Canadian jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances where such restrictions apply. In addition, certain non-Canadian jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote proxies in order to safeguard fund holdings information.
9. Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management based on this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for the election of directors at the next election.

1. Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; and any other provision that eliminates or limits shareholder rights.
2. Golden parachute - Employment contracts, agreements or policies that include an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
3. Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a proxy contest or other means.
4. Sunset Provision - a condition in a charter or plan that specifies an expiration date.
5. Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the event a potential acquirer announces a bona fide offer for all outstanding shares.
6. Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer. Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.
7. Large Capitalization Company – a company included in the Russell 1000® Index.
8. Small Capitalization Company – a company not included in the Russell 1000® Index that is not a Micro-Capitalization Company.
9. Micro-Capitalization Company - a company with market capitalization under US $300 million.
10. Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity award plan on a regular basis.

1. Incumbent Directors
   FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly appear to have failed to exercise reasonable judgment.
   FMR will also generally withhold authority for the election of all directors or directors on responsible committees if:
   1. An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as set forth below.
      With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if all of the following conditions are met when a Poison Pill is introduced, extended, or adopted:
      1. The Poison Pill includes a Sunset Provision of less than five years;
      2. The Poison Pill includes a Permitted Bid Feature;
      3. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and
      4. Shareholder approval is required to reinstate the Poison Pill upon expiration.
         
         FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above conditions noted a. and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual shareholder meeting, FMR will withhold authority on the election of directors.
   2. The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position of up to 20% of a company's total voting securities and of any class of voting securities.
   3. Within the last year and without shareholder approval, a company's board of directors or compensation committee has repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.
   4. Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into account such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation committee engaged independent compensation consultants; (iii) whether the company has admitted to or settled a regulatory proceeding relating to options backdating; (iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the company has adopted or extended a Golden Parachute without shareholder approval.
   5. To gain FMR’s support on a proposal, the company made a commitment to modify a proposal or practice to conform to the Guidelines and the company has failed to act on that commitment.
   6. The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
   7. The board is not composed of a majority of independent directors.
2. Indemnification
   FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the proposal is accompanied by Anti-Takeover Provisions.
3. Independent Chairperson
   FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or independent chairperson. However, FMR will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and to promote effective oversight of management by the board of directors.
4. Majority Director Elections
   FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where there are more nominees than board seats). FMR may consider voting against such shareholder proposals where a company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to receive the support of a majority of the votes cast in an uncontested election.

1. Executive Compensation
   1. Advisory votes on executive compensation
      1. FMR will generally vote for proposals to ratify executive compensation unless such compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account such factors as, among other things, (i) whether the company has an independent compensation committee; (ii) whether the compensation committee engaged independent compensation consultants; (iii) whether the compensation committee has lapsed or waived equity vesting restrictions; and (iv) whether the company has adopted or extended a Golden Parachute without shareholder approval.
      2. FMR will generally vote against proposals to ratify Golden Parachutes
   2. Frequency of advisory vote on executive compensation:
      FMR will generally support annual advisory votes on executive compensation
2. Equity award plans (including stock options, restricted stock awards, and other stock awards).
   FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:
   1. (a) The company's average three year burn rate is greater than 1.5% for a Large Capitalization Company, 2.5% for a Small Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.
   2. In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has repriced options outstanding under the plan in the past two years without shareholder approval.
   3. In the case of stock awards, the restriction period, is less than three years for non-performance-based awards, and less than one year for performance-based awards.
      
      FMR will consider approving an Equity award plan or an amendment to authorize additional shares under such plan if, without complying with Guideline 3 immediately above, the following two conditions are met:
      1. The shares are granted by a compensation committee composed entirely of independent directors; and
      2. The shares are limited to 5% (Large Capitalization Company) and 10% (Small or Micro Capitalization Company) of the shares authorized for grant under the plan.
   4. The plan includes an Evergreen Provision.
   5. The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not occur.
3. Equity Exchanges and Repricing
   FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash outstanding options if the proposed exchange or repricing or tender offer is consistent with the interests of shareholders, taking into account such factors as:
   1. Whether the proposal excludes senior management and directors;
   2. Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;
   3. The company's relative performance compared to other companies within the relevant industry or industries;
   4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
   5. Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with the interests of shareholders.
4. Employee Stock Purchase Plans
   FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's equity. In the case of non-Canadian company stock purchase plans, FMR may permit a lower minimum stock purchase price equal to the prevailing "best practices" in the relevant non-Canadian market, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.
5. Employee Stock Ownership Plans (ESOPs)
   FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of the purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change in control.
6. Bonus Plans and Tax Deductibility Proposals
   FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order to qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan includes well defined and appropriate performance criteria, and with respect to any cash component, that the maximum award per participant is clearly stated and is not unreasonable or excessive.

FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:

1. The Poison Pill includes the following features:
   1. A Sunset Provision of no greater than five years;
   2. Linked to a business strategy that is expected to result in greater value for the shareholders;
   3. Requires shareholder approval to be reinstated upon expiration or if amended;
   4. Contains a Permitted Bid Feature; and
   5. Allows Fidelity accounts to hold an aggregate position of up to 20% of a company’s total voting securities and of any class of voting securities.
2. An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or
3. It is a fair price amendment that considers a two-year price history or less. 

FMR will generally vote in favor of a proposal to eliminate an Anti-Takeover Provision unless:

4. In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer’s Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to vote for the election of directors.
5. In the case of shareholder proposals regarding shareholders’ right to call special meetings, FMR generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.

1. Increases in Common Stock
   FMR will generally vote against a provision to increase a company's common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options, except in the case of real estate investment trusts, where an increase that will result in a total number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares is generally acceptable.
2. New Classes of Shares
   FMR will generally vote against the introduction of new classes of stock with differential voting rights.
3. Cumulative Voting Rights
   FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.
4. Acquisition or Business Combination Statutes
   FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that enable the company to opt out of the control shares acquisition or business combination statutes.
5. Incorporation or Reincorporation in Another State or Country
   FMR will generally vote against shareholder proposals calling for, or recommending that, a portfolio company reincorporate in the United States and vote in favor of management proposals to reincorporate in a jurisdiction outside the United States if (i) it is lawful under United States, state and other applicable law for the company to be incorporated under the laws of the relevant foreign jurisdiction and to conduct its business and (ii) reincorporating or maintaining a domicile in the United States would likely give rise to adverse tax or other economic consequences detrimental to the interests of the company and its shareholders. However, FMR will consider supporting such shareholder proposals and opposing such management proposals in limited cases if, based upon particular facts and circumstances, reincorporating in or maintaining a domicile in the relevant foreign jurisdiction gives rise to significant risks or other potential adverse consequences that appear reasonably likely to be detrimental to the interests of the company or its shareholders.

When a FIC Fund invests in an underlying Fidelity fund, FMR will either abstain from voting those units of the underlying Fidelity Fund held by the FIC Fund, or will arrange for those securities of the underlying Fidelity Fund to be voted by the beneficial holders of the top Fund.

When a FIC Fund invests in an underlying mutual fund or exchange-traded fund that is not a Fidelity Fund, FMR will vote in the same proportion as all other securityholders of such underlying fund or class (“echo voting”). FMR may choose not to vote if “echo voting” is not operationally feasible.

1. Voting Process
   FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.
2. Regulated Industries
   Voting of shares in securities of any regulated industry (e.g., Canadian banking) organization shall be conducted in a manner consistent with conditions that may be specified by the industry's regulator (e.g., the Superintendent of Financial Institutions in Canada) for a determination under applicable law (e.g., federal banking law) that no Fund or group of Funds has acquired control of such organization.

Part 10 - Proxy Voting Disclosure for Portfolio Securities Held

This Part applies to an investment fund that is a reporting issuer.

1. An investment fund must establish policies and procedures that it will follow to determine whether, and how, to vote on any matter for which the investment fund receives, in its capacity as securityholder, proxy materials for a meeting of securityholders of an issuer.
2. The policies and procedures referred to in subsection (1) must include
   1. a standing policy for dealing with routine matters on which the investment fund may vote;
   2. the circumstances under which the investment fund will deviate from the standing policy for routine matters;
   3. the policies under which, and the procedures by which, the investment fund will determine how to vote or refrain from voting on non-routine matters; and
   4. procedures to ensure that portfolio securities held by the investment fund are voted in accordance with the instructions of the investment fund.
3. An investment fund that has not prepared an annual information form in accordance with Part 9 or in accordance with National Instrument 81-101 Mutual Fund Prospectus Disclosure must include a summary of the policies and procedures required by this section in its prospectus.

An investment fund must maintain a proxy voting record that includes, for each time that the investment fund receives, in its capacity as securityholder, materials relating to a meeting of securityholders of a reporting issuer,

1. the name of the issuer;
2. the exchange ticker symbol of the portfolio securities, unless not readily available to the investment fund;
3. the CUSIP number for the portfolio securities;
4. the meeting date;
5. a brief identification of the matter or matters to be voted on at the meeting;
6. whether the matter or matters voted on were proposed by the issuer, its management or another person or company;
7. whether the investment fund voted on the matter or matters;
8. if applicable, how the investment fund voted on the matter or matters; and
9. whether votes cast by the investment fund were for or against the recommendations of management of the issuer.

1. An investment fund must prepare a proxy voting record on an annual basis for the period ending on June 30 of each year.
2. An investment fund that has a website must post the proxy voting record to the website no later than August 31 of each year.
3. An investment fund must promptly send the most recent copy of the investment fund's proxy voting policies and procedures and proxy voting record, without charge, to any securityholder upon a request made by the securityholder after August 31.