Exhibit 39. To: Investment Committee From: Lou Ann Fillingham, CPA Date: November 19, 2009 Re: Fidelity Annual Review

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1 To: Investment Committee From: Lou Ann Fillingham, CPA Date: November 19, 2009 Re: Fidelity Annual Review Background Fidelity Investments has been a Self-Managed Plan (SMP) provider for more than six years, replacing ICMA-RC in April 2003 and ING in December As of August 31, 2009, more than 11,100 of the 15,687 SMP members held investments in an account with Fidelity. Fidelity manages more than $323 million, or 54.8% of the SMP assets. A detailed breakdown of assets invested in each Fidelity investment option is shown below. Fidelity Funds Value as of August 31, 2009 % of Assets Fidelity Managed Income Portfolio $12,722, % Fidelity U.S. Bond Index 12,505, % PIMCO Total Return 14,322, % Fidelity Four In One Index 4,391, % Fidelity Puritan 84,932, % Ariel Fund 8,863, % American Beacon Large Cap Value 962, % Buffalo Small Cap 3,147, % Hartford Capital Appreciation Y 14,806, % Fidelity Contrafund 29,223, % Fidelity Growth Company 22,116, % Fidelity Low Priced Stock Fund 14,798, % Spartan Extended Market Index 7,429, % Spartan Total Market Index 4,986, % Spartan U.S. Equity Index 29,097, % Fidelity Diversified International 19,811, % Spartan International Index 4,868, % Fidelity Worldwide 9,671, % Fidelity Real Estate Investment 1,353, % Fidelity Freedom Fund Series 23,132, % Fidelity Total 323,146, % Organizational Review Once known primarily as a mutual fund company, Fidelity Investments has adapted and evolved over the years to become one of the largest international providers of financial services and investment

2 resources. Fidelity Management and Research Company (FMR Co.) was founded in 1946 by Edward C. Johnson II to act as investment adviser to the Fidelity Fund, an investment vehicle begun in Fidelity Investments offers more than 300 proprietary mutual funds and manages more than $1.3 trillion in assets as of June 30, The firm provides defined contribution services to more than 26,600 clients representing more than 30,400 plans and $640 billion in assets under management as of June 30, Fidelity, headquartered in Boston, Massachusetts, employs approximately 40,000 persons worldwide, including more than 1,000 investment professionals. Fidelity, a privately-owned entity, is wholly-owned by its employees and the Johnson family. Employees own 51% of the firm s voting common stock. Fidelity Investments Tax-Exempt Services Company (FITSCo), one of a group of individual companies comprising Fidelity Investments, has responsibility for the administration of SURS Self-Managed Plan. FITSCo was organized in 1991 to provide service to tax-exempt and public sector organizations. SURS Client Service Team SURS client service team has remained unchanged since January 2008 and consists of the following individuals: Relationship Manager Lou Gadoury Boston, MA Client Services Manager Dana Chapman Salt Lake City, UT Communications Consultant David Griffin Iowa City, IA The team continues to provide excellent client service. SURS staff performed an on-site (Boston, Massachusetts) due diligence visit in August 2009 with SURS relationship manager and investment consultant. Cost SURS incurs no administrative fee for its SMP members who invest in funds offered by Fidelity. SMP participants are assessed a fee specific to each account in which the participant invests. This fee, or expense ratio, is a combination of investment and administrative costs. Initiatives/Issues/Concerns Fidelity Class K Mutual Funds Fidelity recently introduced a retirement share class on 29 of its equity funds. The new lower-cost share class, Class K, has expense ratios that are between 11 and 23 basis points lower than the current expense ratios of the corresponding retail class. As a result, the decreased fees are expected to provide higher net investment returns. Class K shares are offered only to certain retirement plans for which Fidelity provides recordkeeping services. The SMP offers 14 investment options that are eligible for conversion to Class K shares: Fidelity Freedom Funds, PIMCO Total Return Fund and American Beacon Large Cap Value Fund. Converting to Class K shares is viewed as a benefit for participants and may occur during February 2010.

3 Investment Option Consideration In accordance with the SMP Investment Policy, the Plan offers a diversified range of investment options in various asset classes. SURS staff, with assistance from Fidelity and EnnisKnupp professionals, continues to research potential funds that could expand the offerings within the SMP line up of approved options, including socially responsible investing (SRI) funds and funds managed by minority- and women-owned firms. Consultant Comments Fidelity is one of the top providers of defined contribution services in a resource-intensive business that often requires flexibility and customization. As one of the largest providers in the industry, Fidelity is well-equipped to service these demands. Fidelity has also been proactive - demonstrating a history of being a leader in developing new services and technologies. Fidelity is the nation's largest mutual fund company with over $1 trillion in assets under management and more than 30,000 employees. Fidelity offers investment and treasury management services, discount brokerage services, retirement services, estate planning, wealth management, securities execution and clearance, life insurance, and more. We expect Fidelity to continue to remain one of the premier DC providers within the industry as they routinely invest significantly in application development and production support. Fidelity has significant resources and strong capabilities in employee education. Fidelity Investments has among the broadest arrays of investment options available to plan sponsors and offers strong brand-name recognition. We believe their investment capabilities are solid across investment types with considerable strength in stock research, analytics, and portfolio management. Fidelity has the flexibility to offer 120 funds from 30 different fund families through their FundsNet program. EnnisKnupp s defined contribution team closely monitors Fidelity from a recordkeeper and investment manager perspective. Our team has met with Fidelity on a number of occasions, most recently during an in depth research meeting in Fidelity s office. Overall, we believe Fidelity is a top-tier provider of DC services and investments and recommend retention as a recordkeeper for the SURS SMP. We also support the inclusion of Fidelity s K share classes, where available, as outlined by staff. Recommendation SURS Staff and EnnisKnupp jointly recommend That Fidelity Investments be retained as an investment service provider for the SURS Self- Managed Plan.

4 Investment Options Review The review of the investment options offered by Fidelity follows with data as of June 30, Manager Monitoring Summary Fidelity Funds Last Meeting Issues/Concerns Fidelity Managed Income Portfolio Aug 2009 N/A Fidelity U.S. Bond Index Fund Aug 2009 N/A PIMCO Total Return (Admin) Aug 2009 Strong outperformance against its benchmark and highly ranked versus peer group. Fidelity Four-in-One Index Aug 2009 N/A Fidelity Puritan Fund Aug 2009 Value style has shifted to growth. Ariel Fund Aug 2009 Strong performance in first half of 2009 partially offset longer-term underperformance. American Beacon Large Cap Value Aug 2009 Positive performance relative to the benchmark over longer time periods. Buffalo Small Cap Aug 2009 Strong outperformance against its benchmark and highly ranked versus peer group. Hartford Capital Appreciation Y Aug 2009 Consistent outperformance versus the benchmark and universe of large blend funds. Fidelity Contrafund Aug 2009 Top ranking fund versus peer group over longerterm periods. Fidelity Growth Company Fund Aug 2009 Top quartile rankings versus peer group over longer-term time periods. Fidelity Low-Priced Stock Fund Aug 2009 Fund directed by same portfolio manager since inception. Spartan Extended Market Index Fund Aug 2009 N/A Spartan Total Market Index Aug 2009 N/A Spartan U.S. Equity Index Aug 2009 N/A Fidelity Diversified International Aug 2009 Moderately favorable performance versus its benchmark and peer group. Spartan International Index Fund Aug 2009 N/A Fidelity Worldwide Aug 2009 Continued outperformance versus its benchmark. Fidelity Real Estate Investment Aug 2009 Underperformance largely attributable to fees over longer-term time periods. Fidelity Freedom Fund Series Aug 2009 Positive relative performance of all funds in the series for first half of 2009 but lagged in longer time periods.

5 Investment Approach The Managed Income Portfolio is a commingled pool, not a mutual fund, with the objective of preserving principal while earning interest income. Portfolio investments are comprised of short-term bonds and other fixed income securities, including U.S. Treasury bonds, government agency securities, corporate bonds, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities and derivative instruments such as futures, swaps and options. Third-party wrap contracts are purchased to permit the use of book value accounting to maintain a constant net asset value (NAV) and to provide for the payment of participant-directed withdrawals and exchanges at book value under most circumstances. Interest is credited under wrap contracts. Instead of immediately recognizing gains and losses, recognition occurs over time by adjusting the interest rate credited to the Portfolio. Investments may also include contracts offered by insurance companies and other approved financial institutions that provide for the payment of a specified rate of interest to the Portfolio and the repayment of principal at maturity. All investment contracts and fixed income securities purchased for the Portfolio must satisfy the credit quality standards of Fidelity Management Trust Company. Performance Commentary The Fidelity Managed Income Portfolio returned 2.7% over the past year, trailing the 4.7% return of the EnnisKnupp GIC Index by 2.0%. Fund Characteristics Managed Income Portfolio Total Fund Assets $10.0 billion 30 Day Yield 1.90% Duration 2.2 Years Average Credit Quality AA+ Quality AAA AA A BBB and Below Cash/Other 64.4% 5.6% 12.2% 5.2% 12.6% Fees 0.55% Annually Portfolio Manager (tenure) Robert Galusza since inception on September 7, 1989

6 Historical Returns Fidelity Managed Income Portfolio EnnisKnupp GIC Index Return Return Return Difference (6 months) Trailing 3-Year 3.8% 4.6% -0.8 Trailing 5-Year Trailing 10-Year Assessment The Fidelity Managed Income Portfolio has experienced disappointing relative results for 2008, 2009 to date and longer time periods. This option provides income and preserves principal. We recommend retention of the investment option and will continue to monitor its performance.

7 Investment Approach The Fidelity U.S. Bond Index Fund strives for total return investment results reflective of the bonds in the Barclays Capital U.S. Aggregate Bond Index. In this effort, the fund generally invests at least 80% of its assets in bonds comprising the Barclays Capital U.S. Aggregate Bond Index, including investment grade corporate bonds, mortgage-backed securities, commercial mortgage-backed securities, assetbacked securities, federal agency securities, U.S. Treasury securities and other government-related securities. The fund utilizes statistical sampling techniques based on duration, maturity, interest rate sensitivity, security structure and credit quality to replicate the returns of the Index while using a smaller number of securities than the Index. Performance Commentary For the 12-month period ending June 30, 2009, the Fidelity U.S. Bond Index Fund returned 5.45%, underperforming the Barclays Capital U.S. Aggregate Bond Index return of 6.05% by 0.6%. Fund Characteristics U.S. Bond Index Fund Total Fund Assets $9.6 billion Average Credit Quality AAA Average Maturity 4.7 years Duration 4.1 years 30 Day Yield 3.55% Quality AAA AA A BBB Below BBB Not Rated/Cash 79.9% Number of Holdings 940 Turnover 117% Fees (Reflects Expense cap) 0.50% Annually Portfolio Manager (tenure) Curtis Hollingsworth since February 2009 and Ford O Neil since October 2001

8 FIDELITY US BOND INDEX QUARTILE RANKING BAR PSN INVESTMENT GRADE FIXED INCOME INTERM JUNE 30, 1999 TO JUNE 30, RATE OF RETURN FIDELITY US Bond Index Barclays Capital Aggregate HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Fidelity U.S. Bond Index Fund Aggregate Bond Index Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year 5.6% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment Relative performance of the Fidelity U.S. Bond Index Fund suffered during the recent credit crisis and has shown strong performance over the first six months of For the five- and ten-year time periods, underperformance has been primarily the result of fees. We recommend retention of this fund.

9 Investment Approach The PIMCO Total Return Fund is focused on providing maximum total return, consistent with preservation of capital and prudent investment management, by investing in all types of bonds, including U.S. government, corporate, mortgage and foreign. The fund may include investments in short- and long-maturity bonds and maintains average portfolio duration of three to six years, approximately equal to an average maturity of five to twelve years. Performance Commentary The PIMCO Total Return Fund outperformed the Barclays Capital U.S. Aggregate Bond Index benchmark return of 6.1% by 2.9%. Fund Characteristics PIMCO Total Return Fund Total Fund Assets $25.6 billion Average Credit Quality AA Average Maturity 5.80 years 30 Day Yield 5.54% Quality AAA AA A BBB BB B Not Rated 28.0% Number of Holdings 17,833 Turnover 300% Fees 0.77% Annually Portfolio Manager (tenure) Bill Gross since inception September 8, 1994

10 PIMCO TOTAL RET ADMIN QUARTILE RANKING BAR PSN INVESTMENT GRADE FIXED INCOME INTERM JUNE 30, 1999 TO JUNE 30, RATE OF RETURN PIMCO Total Return Admin Barclays Capital Aggregate HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT Historical Returns VALUE RANK VALUE RANK VALUE RANK VALUE RANK PIMCO Total Return Aggregate Bond Index Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year 8.1% 1 6.4% Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The PIMCO Total Return Fund has maintained strong performance and a five-star (out of five stars) rating from Morningstar over all longer time periods presented. The fund s portfolio manager has directed the fund since inception. Any underperformance in relation to the benchmark is attributable to fees. We recommend retention of this fund.

11 Investment Approach The Fidelity Four-in-One Index Fund endeavors to attain high total return. This objective is sought through a portfolio of investments in four of Fidelity s stock and bond index funds. The fund creates a broadly diversified, index-based portfolio using an approximate target asset allocation of 55% Spartan 500 Index Fund and 15% each Spartan Extended Market Index Fund, Spartan International Index Fund, and Fidelity U.S. Bond Index Fund. Performance Commentary For the 12-month period ended June 30, 2009, the Fidelity Four-in-One Index Fund returned -22.4%, outpacing by 0.2% its custom benchmark return of -22.6%. Fund Characteristics Total Fund Assets Composition Fees Portfolio Manager (tenure) Four-in-One Index Fund $1.6 billion U.S. stocks 70.2% Non-U.S. stocks 14.9 Bonds % Annually Andrew Dierdorf since January 2009 and Christopher Sharpe since June 2009 The fund statistics mirror those of the underlying funds. There is no universe comparison graph for the Fidelity Four-in-One Index Fund because there is not a broad universe of competing funds.

12 Historical Returns Fidelity Four-in-One Index Fund Custom Benchmark* Return Return Return Difference 1999 (6 months) (6 months) Trailing 3-Year -5.9% -5.8% -0.1 Trailing 5-Year Since Inception (7/1/99) * 55% S&P 500, 15% Dow Jones 4500 Completion, 15% MSCI EAFE, 15% Agg Bond Index Assessment The Fidelity Four-in-One Index Fund offers a diversified portfolio of U.S. equity, non-u.s. equity, and fixed-income investments. The fund closely tracks the custom benchmark and regularly underperforms owing to fees. We recommend retention of this fund.

13 Investment Approach The Fidelity Puritan Fund concentrates on providing income and capital growth utilizing investments exposed to a moderate level of risk. The fund invests approximately 60% of its assets in stocks and other equity securities and the remainder in bonds and other debt securities, including lower-quality debt securities when the outlook for the markets is neutral. The fund may vary from this target if Fidelity believes stocks or bonds offer more favorable opportunities, but will invest at least 25% of assets in fixed-income senior securities, including debt securities and preferred stock. The fund invests in both domestic and foreign issuers. Performance Commentary The Fidelity Puritan Fund -17.2% return trailed the -13.9% custom benchmark return by 3.3% for the one-year period ended June 30, The equity component of the custom benchmark changed as of July 1, 2008, from the Russell 3000 Value to the S&P 500 in recognition of the fund style shifting from value to growth. Fund Characteristics Fidelity Puritan Total Fund Assets $14.9 billion Style Characteristics Growth Capitalization Focus Large Target Allocations Stocks Bonds 60% 40% Actual Allocations Stocks Bonds Convertibles Cash & Other 58.7% 38.3% 0.8% 2.2% Number of Holdings Total 2,549 Turnover 137% Fees 0.61% Annually Portfolio Manager (tenure) Ramin Arani since February 2007 and George Fischer since December 2004 There is no universe comparison graph for the Fidelity Puritan Fund because there is not a broad universe of competing funds.

14 Historical Returns Fidelity Puritan Custom Benchmark* Return Return Return Difference (6 months) Trailing 3-Year -3.4% -3.4% 0.0 Trailing 5-Year Trailing 10-Year * 60% Russell 3000 Value to 7/1/08, S&P 500 since then / 40% Agg Bond Index Assessment The Fidelity Puritan Fund has experienced a greater degree of volatility relative to its benchmark over the past three years. The fund underperformed the benchmark over the five- and ten-year time periods largely because of fees. We recommend retention of this fund.

15 Investment Approach The Ariel Fund provides exposure to stocks of smaller companies through concentrated positions and follows a value investment philosophy. The fund seeks to increase the value of the investment over the long term through capital appreciation. Stocks of widely ignored, misunderstood, or under-followed companies which provide quality goods and/or services are sought for inclusion in the fund. To be selected for investment, these companies must have distinct market niches, excellent financial conditions, solid management teams, and established records. The fund focuses on smaller companies with market capitalizations of $2 billion or less at the time of investment. The energy and technology sectors are largely avoided. Performance Commentary The Ariel Fund outperformed the -30.5% Russell Midcap Value Index return by 3.0%, returning -27.5% for the 12 months ended June 30, Fund Characteristics Ariel Fund Total Fund Assets $1.2 billion Style Characteristics Value Capitalization Focus Mid Level of Diversification Concentrated Number of Holdings 32 Turnover 24% Fees 1.07% Annually Portfolio Manager (tenure) John Rogers, Jr. since November 1986 inception and John Miller since November 2006

16 ARIEL FUND QUARTILE RANKING BAR PSN SMALL-MID VALUE JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN ARIEL CAPITAL ARIEL FUND Russell Mid Cap Value HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Ariel Fund Russell Midcap Value Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -14.5% % % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The volatility of the fund s concentrated portfolio has resulted in returns that vary significantly from the benchmark returns. Although 2009 year-to-date results have been positive, the fund has lagged the benchmark over seven of the past ten years as well as all longer time periods presented. We will continue to monitor the fund closely. At this time, we recommend its retention.

17 Investment Approach The goal of the American Beacon Large Cap Value Fund Plan Ahead Class is to provide long term capital appreciation and current income. The fund invests mainly in equity securities of U.S. companies with large market capitalizations similar to those of companies in the Russell 1000 Index. The equity securities in the fund primarily consist of common and preferred stocks, convertible securities, U.S. dollar-denominated American Depositary Receipts and U.S. dollar-denominated foreign stocks traded on U.S. exchanges. Performance Commentary The American Beacon Large Cap Value Fund returned -27.4%, lagging by 2.2% the Russell 1000 Value Index return of -25.2% for the one-year period ended June 30, Fund Characteristics American Beacon Large Cap Value Fund Plan Ahead Total Fund Assets $3.3 billion Style Characteristics Value Capitalization Focus Large Number of Holdings 150 Turnover 28% Fees 0.97% Annually Portfolio Manager (tenure) William Quinn since July 1987 inception, Adriana Posada since October 1998 and Wyatt Crumpler since January 2007

18 AMERICAN BEACON LGCVL INV QUARTILE RANKING BAR PSN LARGE CAP VALUE JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN American Beacon Lg Cap Value Inv Russell 1000 Value HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns American Beacon Lg Cap Plan Ahead Russell 1000 Value Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -10.3% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The American Beacon Large Cap Value Fund Plan Ahead Class has maintained strong performance relative to its benchmark over six of the ten past years and all longer time periods presented. We recommend retention of this fund.

19 Investment Approach The Buffalo Small Cap Fund seeks to provide long term growth of capital. The fund normally invests at least 80% of its net assets in domestic common stocks and other equity securities of small cap companies. Based on current market conditions, the fund targets companies with individual market capitalizations of $2 billion or less at the time of initial purchase. The fund invests in a mix of small cap companies that are expected to benefit from long term secular trends. Performance Commentary The Buffalo Small Cap Fund performed extremely well during the 12-month period ended June 30, 2009, by returning -0.5% and outperforming the -24.8% Russell 2000 Growth Index return by 24.3%. Fund Characteristics Buffalo Small Cap Fund Total Fund Assets $1.9 billion Style Characteristics Growth Capitalization Focus Small Number of Holdings 53 Turnover 15% Fees 1.00% Annually Portfolio Manager (tenure) Kent Gasaway and Robert Male since inception April 1998 and Grant Sarris since November 2003

20 BUFFALO SMALL CAP QUARTILE RANKING BAR SMALL GROWTH UNIVERSE JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN Buffalo Small Cap Russell 2000 Growth HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Buffalo Small Cap Russell 2000 Growth Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -2.4% 1-7.8% Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The Buffalo Small Cap Fund has ranked as the top fund in a universe of small growth mutual funds for four of the past ten years as well as for the three-, five- and ten-year time periods. We recommend retention of this fund.

21 Investment Approach The Hartford Capital Appreciation Fund strives to provide long term growth of capital. The fund mainly invests at least 65% of its total assets in common stocks of small, medium and large companies and may invest up to 25% of its total assets in securities of foreign issuers and non-dollar securities. The fund s management identifies companies that it believes have substantial near-term capital appreciation potential regardless of company size or industry. Small- and medium-sized companies are selected primarily on the basis of dynamic earnings growth potential. Larger companies are selected mainly based on the expectation of a significant event that the fund s management team believes will trigger an increase in the stock price. Performance Commentary For the one-year period ended June 30, 2009, the -31.1% Hartford Capital Appreciation Y Fund return lagged the -26.4% Wilshire 5000 Stock Index return by 4.7%. Fund Characteristics Hartford Capital Appreciation Y Fund Total Fund Assets $1.3 billion Style Characteristics Blend Capitalization Focus Large Number of Holdings 93 Turnover 82% Fees 0.71% Annually Portfolio Manager (tenure) Saul Pannell since inception July 1996 and Frank Catrickes since December 1998

22 HARTFORD CAP APPREC Y QUARTILE RANKING BAR LARGE BLEND UNIVERSE JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN Hartford Capital Appreciation Y Wilshire 5000 HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Hartford Cap Appr Y DJ US Total Stk Mkt Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -6.4% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The Hartford Capital Appreciation Y Fund has ranked in the top decile of a universe of large blend mutual funds for six of the past ten calendar years and has outperformed the benchmark during eight of the past ten years. We recommend retention of this fund.

23 Investment Approach The Fidelity Contrafund endeavors to provide capital appreciation. The fund invests mainly in common stock of companies whose value is viewed as not fully recognized by the public. The fund invests in either growth stocks or value stocks or both. In addition, the fund may invest in securities of domestic and foreign issuers. Performance Commentary The -27.7% Fidelity Contrafund return trailed the -26.4% Dow Jones U.S. Total Stock Market Index return by 1.3% for the one-year period ending June 30, Fund Characteristics Fidelity Contrafund Total Fund Assets $47.3 billion Style Characteristics Growth Capitalization Focus Large Composition U.S. stocks Non-U.S. stocks Bonds Cash Number of Holdings 399 Turnover 78% Fees 0.95% Annually Portfolio Manager (tenure) Will Danoff since September %

24 FIDELITY CONTRAFUND QUARTILE RANKING BAR PSN LARGE CAP CORE JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN Fidelity Contrafund Wilshire 5000 HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Fidelity Contrafund DJ US Total Stk Mkt Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -5.2% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The Contrafund has performed well versus the benchmark over most time periods, including all longer time periods presented. The fund s portfolio manager has directed the fund for approximately 19 years. We recommend retention of this fund.

25 Investment Approach The Fidelity Growth Company Fund concentrates on providing capital appreciation. The fund invests primarily in common stock of companies believed to have above-average growth potential. In addition, the fund may invest in securities of domestic and foreign issuers. Performance Commentary The Fidelity Growth Company Fund returned -29.4% over the 12-month period ended June 20, 2009, trailing the 24.5% Russell 3000 Growth Index return by 4.9%. Fund Characteristics Fidelity Growth Company Total Fund Assets $24.0 billion Style Characteristics Growth Capitalization Focus Large Number of Holdings 290 Turnover 55% Fees 0.97% Annually Portfolio Manager (tenure) Steven Wymer since January 1997

26 FIDELITY GROWTH COMPANY QUARTILE RANKING BAR LARGE GROWTH UNIVERSE JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN FIDELITY Growth Company Russell 3000 Growth HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Fidelity Growth Company Fund Russell 3000 Growth Index Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -4.6% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The Fidelity Growth Company Fund has provided solid performance relative to its benchmark and has ranked well in comparison to a universe of large growth equity mutual funds. We recommend retention of this fund.

27 Investment Approach The Fidelity Low-Priced Stock Fund focuses on providing capital appreciation. The fund invests at least 80% of its assets in low-priced stocks, categorized as securities priced at or below $35 per share, which can lead to investments in small- and medium-sized companies. The fund may potentially invest in stocks not considered low priced. The fund invests in either growth stocks or value stocks or both. In addition, the fund may invest in securities of domestic and foreign issuers. The Low-Priced Stock Fund was reopened to all members, effective December 16, The fund had been closed to new members since July 30, Performance Commentary For the one-year period ending June 30, 2009, the Fidelity Low-Priced Stock Fund returned -22.0%, exceeding the Russell 2000 Value Index return of -25.2% by 3.2%. Fund Characteristics Fidelity Low-Priced Stock Fund Total Fund Assets $20.3 billion Style Characteristics Blend Capitalization Focus Mid Number of Holdings 877 Turnover 42% Fees 0.99% Annually Portfolio Manager (tenure) Joel Tillinghast since inception December 1989

28 FIDELITY LOW-PRICED STOCK QUARTILE RANKING BAR SMALL VALUE UNIVERSE JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN FIDELITY Low-Priced Stock Russell 2000 Value HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Fidelity Low-Priced Stock Fund Russell 2000 Value Index Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -6.2% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The Fidelity Low-Priced Stock Fund has produced favorable relative results versus the benchmark and versus a universe of small value mutual funds in most calendar years as well as over all longer time periods presented. The fund s portfolio manager has directed the fund since inception. We recommend retention of this fund.

29 Investment Approach The Spartan Extended Market Index Fund pursues investment results that reflect the total return of stocks of mid- to small-capitalization United States companies. Normally at least 80% of investments in the fund are common stocks included in the Dow Jones 4500 Completion Index, an index that represents the performance of stocks of mid- to small-capitalization U.S. companies. Performance Commentary The Spartan Extended Market Index Fund return of -27.4% exceeded by 0.1% the Dow Jones 4500 Completion Index return of -27.5% during the one-year period ended June 30, The performance of the Spartan Extended Market Index Fund is representative of the fund s objective to closely track the returns of the benchmark. Fund Characteristics Extended Market Index Fund Total Fund Assets $2.0 billion Capitalization Focus Mid to Small Number of Holdings 3,102 Turnover 16% Fees 0.10% Annually Portfolio Manager (tenure) Geode Capital Management since August 2003 There is no universe comparison graph for the Spartan Extended Market Index Fund because there is not a broad universe of competing funds.

30 Historical Returns Fidelity Spartan Extended Market Equity Index Fund Return Dow Jones 4500 Completion Index Return Return Difference (6 months) Trailing 3-Year -8.3% -8.4% 0.1 Trailing 5-Year Trailing 10-Year Assessment The Spartan Extended Market Index Fund has closely tracked the index over most calendar years and all longer-term time periods. A portion of underperformance in the trailing ten-year time period is due to fees. We recommend retention of this fund.

31 Investment Approach The Spartan Total Market Index Fund strives for investment results that mirror the total return of a broad range of United States stocks. Normally at least 80% of investments in the fund are common stocks included in the Dow Jones U.S. Total Stock Market Index, an index that represents the performance of a broad range of U.S. stocks. Performance Commentary For the 12-month period ended June 30, 2009, the -26.4% Spartan Total Market Index Fund return matched the Dow Jones U.S. Total Stock Market Index return. The performance of the Spartan Total Market Index Fund is characteristic of the fund s objective to closely track the returns of the benchmark. Fund Characteristics Total Market Index Fund Total Fund Assets $4.5 billion Number of Holdings 3,160 Turnover 3% Fees 0.10% Annually Portfolio Manager (tenure) Geode Capital Management since August 2003

32 FIDELITY SPARTAN TOTAL MKT - IN QUARTILE RANKING BAR PSN LARGE CAP CORE JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN FIDELITY Spartan Total Mkt - IN Wilshire 5000 HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Fidelity Spartan Total Market Equity Index Fund Dow Jones US Total Stock Market Index Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -8.2% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The Spartan Total Market Index Fund has continued to meet its objective by closely tracking the benchmark over all time periods presented. Underperformance is mostly attributable to fees. We recommend retention of this fund.

33 Investment Approach The Spartan U.S. Equity Index Fund focuses on providing investment results that represent the total return performance of common stocks publicly traded in the United States. Normally at least 80% of investments in the fund are common stocks included in the S&P 500 Index, an index that represents the performance of a broad range of common stocks publicly traded in the United States. Performance Commentary The Spartan U.S. Equity Index Fund return of -26.2% matched the S&P 500 benchmark return for the one-year period ended June 30, The performance of the Spartan U.S. Equity Index Fund is characteristic of the fund s objective to closely track the returns of the benchmark. Fund Characteristics U.S. Equity Index Fund Total Fund Assets $14.4 billion Capitalization Focus Large Number of Holdings 509 Turnover 8% Fees 0.10% Annually Portfolio Manager (tenure) Geode Capital Management since August 2003

34 FIDELITY SPARTAN US EQ IND - IN QUARTILE RANKING BAR PSN LARGE CAP CORE JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN FIDELITY Spartan US Eq Ind - IN Standard & Poor's 500 HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Fidelity Spartan U.S. Equity Index Fund S&P 500 Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -8.3% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The Spartan U.S. Equity Index Fund has continued to meet its objective by closely tracking the benchmark over all time periods presented. Slight underperformance is attributable to fees. We recommend retention of this fund.

35 Investment Approach The Fidelity Diversified International Fund concentrates on capital growth by investing mainly in common stocks of foreign companies. The fund maintains a portfolio of investments across countries and regions considering the size of the market in each country and region relative to the size of the entire international market. Performance Commentary The Fidelity Diversified International Fund returned -34.3% for the one-year period ended June 30, 2009, trailing the -31.4% MSCI EAFE Free Index return by 2.9%. Fund Characteristics Total Fund Assets Composition Fidelity Diversified International Fund $27.1 billion U.K. 17.6% Japan 16.6 Switzerland 9.8 United States 9.7 France 9.1 Germany 7.1 Canada 5.9 Spain 4.5 Italy 2.7 Australia 2.2 Number of Holdings 324 Turnover 59% Fees 1.21% Annually Portfolio Manager (tenure) William Bower since April 2001

36 FIDELITY DIVERSIFIED INTERNATIONA QUARTILE RANKING BAR PSN INTERNATIONAL EQUITY JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN FIDELITY Diversified Internationa MSCI EAFE Net HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Fidelity Diversified International Fund MSCI EAFE Free (Net) Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -8.0% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The Fidelity Diversified International Fund provides exposure to stocks of foreign companies. The fund has experienced good performance relative to the benchmark over seven of the past ten years and over all longer-term time periods presented. We recommend retention of this fund.

37 Investment Approach The Spartan International Index Fund pursues investment results that reflect the total return of foreign stock markets. Normally at least 80% of the investments in the fund represent common stocks included in the MSCI EAFE Index (Morgan Stanley Capital International - Europe, Australasia, and Far East Index) which represents the performance of developed stock markets outside of the United States and Canada. Performance Commentary For the 12-month period ended June 30, 2009, the Spartan International Index Fund returned -30.9%, outpacing the -31.4% benchmark return by 0.5%. Fund Characteristics Total Fund Assets Composition International Index Fund $3.8 billion Japan 24.2% U. K France 9.8 Germany 7.6 Australia 7.3 Switzerland 7.3 Spain 4.5 Italy 3.5 Netherlands 2.4 Hong Kong 2.4 Number of Holdings 998 Turnover 4% Fees 0.20% Annually Portfolio Manager (tenure) Geode Capital Management since August 2003

38 FIDELITY SPARTAN INTL INDEX - IN QUARTILE RANKING BAR PSN INTERNATIONAL EQUITY JUNE 30, 1999 TO JUNE 30, 2009 RATE OF RETURN FIDELITY Spartan Intl Index - IN MSCI EAFE Net HIGH (0.05) FIRST QUARTILE MEDIAN THIRD QUARTILE LOW (0.95) MEAN VALID COUNT VALUE RANK VALUE RANK VALUE RANK VALUE RANK Historical Returns Fidelity Spartan International Equity MSCI EAFE Free Index Fund (Net) Return Return Rank * Return Rank * Difference (6 months) Trailing 3-Year -7.8% % Trailing 5-Year Trailing 10-Year * Rank of 1 is best and 100 is worst. Assessment The Spartan International Equity Index Fund has continued to meet its objective by closely tracking the benchmark over most time periods presented. Slight outperformance occurred during the three- and five-year time periods. Marginal underperformance is mainly owing to fees. We recommend retention of this fund.

39 Investment Approach The Fidelity Worldwide Fund seeks to provide capital growth by investing in securities, mainly common stocks, issued anywhere in the world. The fund maintains a portfolio of investments across countries and regions considering the size of the market in each country and region relative to the size of the entire international market. Performance Commentary The Fidelity Worldwide Fund returned -32.1% for the 12-month period ended June 30, 2009, lagging by 2.6% the MSCI World Index return of -29.5%. Fund Characteristics Fidelity Worldwide Total Fund Assets $0.9 billion Composition United States United Kingdom Japan France Switzerland Germany China 45.0% Netherlands 1.6 Australia Spain Number of Holdings 359 Turnover 267% Fees 1.21% Annually Portfolio Manager (tenure) William Kennedy since January 2006 and Stephen DuFour since October 2007 There is no universe comparison graph for the Fidelity Worldwide Fund because there is not a broad universe of competing funds.

40 Historical Returns Fidelity Worldwide MSCI World Return Return Return Difference (6 months) Trailing 3-Year -5.7% -8.0% 2.3 Trailing 5-Year Trailing 10-Year Assessment The Fidelity Worldwide Fund provides broad exposure to equity securities in global markets. The fund has performed well versus its benchmark in eight of the past ten years and over all longer time periods presented. We recommend retention of this fund.

41 Investment Approach The Fidelity Real Estate Investment Portfolio strives to attain above-average income and long-term capital growth consistent with moderate investment risk. The fund pursues a higher yield than the composite yield of the S&P 500 Index. The fund is considered non-diversified and primarily invests at least 80% of its assets in common stock of companies principally engaged in the real estate industry and other real estate related investments, both domestic and foreign. Performance Commentary The Fidelity Real Estate Investment Portfolio return of -45.8% for the one-year period ended June 30, 2009, trailed the -45.6% Dow Jones U.S. Select Real Estate Securities Index return by 0.2%. Fund Characteristics Real Estate Investment Portfolio Total Fund Assets $1.8 billion Category Specialty (Real Estate) Number of Issues 41 Turnover 68% Fees 0.88% Annually Portfolio Manager (tenure) Steve Buller since October 1998 There is no universe comparison graph for the Fidelity Real Estate Investment Portfolio because there is not a broad universe of competing funds.