Fidelity Funds II Please Note: Fidelity Funds II is an umbrella fund with sub-funds investing in debt, deposits, commercial papers, money market secur

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1 Fidelity Funds II Société d investissement à capital variable Established in Luxembourg Fidelity Prospectus for Hong Kong Investors A commitment to investment performance

2 Fidelity Funds II Please Note: Fidelity Funds II is an umbrella fund with sub-funds investing in debt, deposits, commercial papers, money market securities and/or other instruments, including derivatives. Investment in the fund is not in the nature of a deposit in a bank account and is neither guaranteed nor protected. Investors may subject to capital loss. The fund s investment in money market and fixed income instruments is subject to risks such as interest rate risk, credit risk and default risk. A money market or fixed income instrument will generally increase in value when interest rates fall and decrease in value when interest rates rise. In an extreme scenario, the value of the fund may be worth substantially less than the original amount you have invested and in the worst case could be worth nothing. FIL Investment Management (Hong Kong) Limited April 2016

3 PRODUCT KEY FACTS Fidelity Funds II US Dollar Currency Fund FIL Investment Management (Luxembourg) S.A. (as Management Company) April 2016 This statement provides you with key information about this product. This statement is part of the Hong Kong Prospectus. You should not invest in this product based on this statement alone. Quick facts Management Company: FIL Investment Management (Luxembourg) S.A. Investment Manager: FIL Fund Management Limited (Bermuda, internal delegation) Investment Advisor: FIL Investments International (United Kingdom, internal delegation) Depositary: Brown Brothers Harriman (Luxembourg) S.C.A. Ongoing charges over a year^: 0.24% ^ The ongoing charge figure for the fund is based on ongoing expenses chargeable to the fund for the year ended 31 January 2016 expressed as a percentage of the average net asset value of the fund for the same period. This figure may vary from year to year. Dealing frequency: Daily Base currency: USD Dividend policy: The fund does not pay dividends. Financial year end of this fund: 31 January Minimum investment: Initial Investment Subsequent Investment Class A USD 2,500 USD 1,000 What is this product? Fidelity Funds II is an open-ended investment company established in Luxembourg and regulated by the Commission de Surveillance du Secteur Financier (CSSF). Objectives and investment policy The fund aims to invest primarily in US Dollar denominated debt securities and other permitted assets. The assets of the fund shall exclusively be composed of interest bearing transferable debt securities, money market instruments and cash, which may be invested or traded in various countries such as (but not limited to) the UK, US, Australia, Asia or Europe. Such assets shall be converted into US dollar, being the currency in which the fund s assets are denominated. The fund may use financial derivative instruments provided (a) they are economically appropriate in that they are realised in a cost-effective way, (b) they are entered into for one or more of (i) reduction of risk, (ii) reduction of cost and (iii) generation of additional capital or income for the fund with a level of risk which is consistent with the risk profile of the fund and the risk diversification rules laid down in Appendix A (A. III) of the Hong Kong Prospectus, and (c) their risks are adequately captured by the risk management process of the fund. The fund will not make extensive use of financial derivative instruments for investment purposes or use complex derivative instruments or strategies to meet the investment objectives of the fund.

4 Fidelity Funds II US Dollar Currency Fund What are the key risks? Investment involves risks. Please refer to the Hong Kong Prospectus for details including the risk factors. The purchase of shares in the fund is not the same as placing funds on deposit with a bank or deposit-taking company. The investment manager has no obligation to redeem shares at the offer value and the fund is not subject to the supervision of the Hong Kong Monetary Authority. Risk of Investing in Currency funds An investment in the fund is neither insured nor guaranteed by any government, government agencies or governmentsponsored agencies or any bank guarantee fund. The fund does not guarantee a stable Net Asset Value. The performance of the fund may be affected by changes in money market rates, economic and market conditions and in legal, regulatory and tax requirements. Investment Risk The fund is an investment fund. The fund's investment portfolio may fall in value and therefore your investment in the fund may suffer losses. There is no assurance that the strategy employed by the fund will be successful and therefore the investment objectives of the fund may not be achieved. Liquidity Risk Such risk exists when a particular instrument is difficult to purchase or sell. If the size of any disposals required to finance redemptions are sufficiently large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous price. European Risk The fund may invest in European debt securities and its performance may be tied to the economic, political, regulatory, geopolitical, market, currency or other conditions in the European Economic Area and could be more volatile than the performance of more geographically diversified funds. In light of the concerns on sovereign credit risk of certain European countries and in particular these countries' fiscal conditions, the fund may be subject to increased liquidity, price, and foreign exchange risk. If there are adverse credit events in certain European countries e.g. downgrade of the sovereign credit rating of a European country or a European financial institution, the performance of the fund could decline significantly and will possibly result in significant loss. Measures taken by the governments of the European countries, central banks and other authorities to address their economic and financial problems may not be effective and such failure may result in further deterioration of these countries fiscal conditions. Pricing and Valuation Risk Investments in unquoted and/or illiquid investments will increase the risk of mispricing. Further, an objective verifiable source of market prices will not be available at times and the use of a fair value process involves assumptions and subjectivity. Credit Risk Investments may be adversely affected if any of the institutions with which money is deposited suffers insolvency or other financial difficulties (default). Credit risk also arises from the uncertainty about the ultimate repayment of principal and interest of debt instrument investments. In both cases the entire deposit or purchase price of the debt instrument is at risk of loss if there is no recovery after default. How has the fund performed? (%) Past performance information is not indicative of future performance. Investors may not get back the full amount invested. The computation basis of the performance is based on the calendar year end, NAV-to-NAV. These figures show by how much the fund increased or decreased in value during the calendar year being shown. Performance data has been calculated in USD including ongoing charges and excluding any subscription fees and redemption fees you might have to pay. Fund launch date: 1991 Is there any guarantee? This fund does not have any guarantees. You may not get back the full amount of money you invested.

5 Fidelity Funds II US Dollar Currency Fund What are the fees and charges? Charges which may be payable by you Currently, the fund does not charge any subscription, switching or redemption fee*. Ongoing fees payable by the fund The following expenses will have to be paid out of the fund. They affect you because they reduce the return you get on your investments: Management Fee Depositary Fee Performance Fee Administration Fee Class A Up to 1.0% p.a. of NAV** Varies from 0.003% to 0.35% of NAV N/A Up to 0.35% of NAV * The redemption fee of not exceeding 1% can be applied at the directors discretion. In the event such fee is imposed or increased, not less than 1 month s notice will be given to you. ** The management fee can be increased to a maximum annual rate of 2% of the net asset value of the fund. In the event of such increase, not less than 3 months notice will be given to you. Other Fees You may have to pay other fees when dealing in shares of the fund. Any other fees and charges are described in the Hong Kong Prospectus. You should note that some fees may be increased, up to a specified permitted maximum, by giving shareholders at least one month s prior notice. For details, please refer to the Hong Kong Prospectus. Additional Information You generally buy, redeem or switch shares at the fund s next-determined net asset value after we receive your request, directly or via a distributor, in good order at or before 4.00 p.m. Hong Kong time (to be changed to 5:00 p.m. Hong Kong time with effect from 23 May 2016), being the fund s dealing cut-off time. Before placing your orders, please check with your distributor for the distributor s internal dealing cut-off time (which may be earlier than the fund s dealing cut-off time). The net asset value of this fund is calculated and the price of shares is published each business day. Net asset value of the fund will be published in the South China Morning Post and the Hong Kong Economic Times. Investors may obtain information on the intermediaries from the Fidelity Investor Hotline: Important If you are in doubt, you should seek professional advice. The SFC takes no responsibility for the contents of this statement and makes no representation as to its accuracy or completeness.

6 Fidelity Funds II Contents Prospectus Part I: Fund Details Part II: Core Information Specific Details for Hong Kong Investors Part III: Important Information for Hong Kong Investors (Not valid as a prospectus without Parts I, II, and, if applicable, Part III) Fidelity Funds II April 2016

7 DEFINITIONS AUD Business Day CSSF Directors Distributor Efficient Portfolio Management Eligible Market Eligible State EU Euro/EUR FATF State FIL Group Fund fund G20 Law of 2010 Management Company Member State Member State of the EU Australian Dollars. A day on which the banks in the relevant jurisdiction are normally open for business. Commission de Surveillance du Secteur Financier. The Board of Directors of the Fund. One of the FIL Group companies named in Part II of this Prospectus through whom Shares in the Fund may be bought, sold or switched. Reference to Efficient Portfolio Management throughout this Prospectus shall mean reference to techniques and instruments which fulfil the following criteria: a) they are economically appropriate in that they are realised in a cost effective way; b) they are entered into for one or more of the following specific aims; I. reduction of risk; II. reduction of cost; III. generation of additional capital or income for the funds with a level of risk which is consistent with the risk profile of the funds and the risk diversification rules laid down in Appendix A (A. III); c) their risks are adequately captured by the risk management process of the Fund. A Regulated Market in an Eligible State. Any Member State of the EU or any other state in Eastern and Western Europe, Asia, Africa, Australia, North and South America and Oceania. European Union. The European currency unit. Any state having joined the Financial Action Task Force. FIL Limited and its respective affiliated companies. Fidelity Funds II. A specific portfolio of assets and liabilities within the Fund managed in accordance with the investment policy specified for the Share or Shares connected with that fund. The informal group of twenty finance ministers and central bank governors from twenty major economies: Argentina, Australia, Brazil, Canada, China, France, Germany, India, Indonesia, Italy, Japan, Mexico, Russia, Saudi Arabia, South Africa, South Korea, Turkey, United Kingdom, USA and the European Union. The Luxembourg law of 17 December 2010 relating to undertakings for collective investment, as it may be amended from time to time. FIL Investment Management (Luxembourg) S.A., a société anonyme with its registered office at 2a Rue Albert Borschette, BP 2174, L-1021 Luxembourg, which has been appointed by the Fund as Management Company to provide investment management, administration and marketing functions to the Fund with the possibility to delegate part or all of such functions to third parties. The Management Company is also acting as Registrar, Transfer Agent, Administrative Service Agent and Domiciliary Agent of the Fund. Any member state of the EU as well as Iceland, Liechtenstein and Norway. Any member state of the European Union. Fidelity Funds II April 2016

8 Money Market Instruments Net Asset Value OECD open for business other UCI primarily Regulated Market Share Sterling/GBP Supervisory Officers Transferable Securities Transfer Agent UCITS US Dollar/USD Valuation Date Instruments normally dealt in on a money market (having a residual maturity or regular yield adjustment of 397 days or less or having a risk profile corresponding to this), which are liquid, and have a value which can be accurately determined at any time. The value of the assets less liabilities of a Share in a fund determined in accordance with the principles set out in Part II of this Prospectus. Organisation for Economic Co operation and Development. The Distributors and the Fund will be open at least every Business Day in the relevant jurisdiction. The Distributors may be open on other days as determined by them. An undertaking for collective investment within the meaning of Article 1, paragraph (2), points a) and b) of Directive 2009/65/EC, as amended. Each time this word is used in the description of a fund or class of Shares or of a type of fund or class of Shares of the Fund, this means that at least 70% of the assets of the relevant fund are directly invested in the currency, the country, the type of security or other material element set out in the name of the fund and its investment objective. A market within the meaning of directive 2004/39/EC of 21 April 2004 on markets in financial instruments and any other market which is regulated, operates regularly and is recognised and open to the public. For the avoidance of any doubt this shall include the US OTC Bond Market. A class of share of any one fund in the capital of the Fund or a share in any such class. United Kingdom Pounds Sterling. Any person ( dirigeant ) who conducts the daily business of the Management Company. Shall mean: shares and other securities equivalent to shares, bonds and other debt instruments, any other negotiable securities which carry the right to acquire any such transferable securities by subscription or exchange, excluding techniques and instruments relating to transferable securities and money market instruments. FIL Investment Management (Luxembourg) S.A. An undertaking for collective investment in Transferable Securities authorised pursuant to Directive 2009/65/EC, as amended. United States Dollars. Each week day (any day Monday to Friday inclusive) excluding 25 December ( Christmas Day ) and 1 January ( New Year s Day ). Fidelity Funds II April 2016

9 Fidelity Funds II Part I: Fund Details Page Important Note 1 Risk Factors 3 Summary Information 5 The Range of Funds 7 Currency Funds 7 Fidelity Funds II April 2016

10 Part I Fund Details important note IMPORTANT: If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Shares are offered on the basis of the information contained in this Prospectus and the relevant Product Key Facts ( KFS ). No person is authorised to give any information or to make any representations concerning the Fund other than as contained in this Prospectus and the KFS. Any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in this Prospectus and the KFS will be solely at the risk of the purchaser. The information provided in the Prospectus does not constitute investment advice. Fidelity Funds II is designed and managed to support longer-term investment and active trading is discouraged. Short- term or excessive trading into and out of the Fund may harm performance by disrupting portfolio management strategies and by increasing expenses. In accordance with general FIL Group policy and practice and CSSF circular 04/146, the Fund and the Distributors are committed not to permit transactions which they know to be or have reasons to believe to be related to market timing. Accordingly, the Fund and the Distributors may refuse to accept applications for or switching of Shares, especially where transactions are deemed disruptive, particularly from market timers or investors who, in their opinion, have a pattern of short-term or excessive trading or whose trading has been or may be disruptive to the Fund. For these purposes, the Fund and the Distributors may consider an investor s trading history in a fund or other Fidelity funds and accounts under common ownership or control. Investors in Fidelity Funds II agree that data relating to them, their account and account activities may be stored, changed or used by the FIL Group or associated companies. Storage and use of this data within the FIL Group is to develop and process the business relationship with investors and so investors may have access to their data in any jurisdiction where the data is kept. Data may be transmitted to other companies within the FIL Group, intermediaries and other parties in the business relationship. Data may be available in jurisdictions other than where this Prospectus is available. The FIL Group has taken reasonable measures to ensure confidentiality of the data transmitted within each of the entities concerned. The Directors have taken all reasonable care to ensure that the facts stated in this Prospectus are true and accurate in all material respects and that there are no other material facts the omission of which makes any statement of fact or opinion in this Prospectus misleading. The Directors accept responsibility accordingly. The Board of Directors has approved the full English version of this Prospectus. This Prospectus may be translated into other languages. Where this Prospectus is translated into any other language, the translation shall be as close as possible to the English text and any material variations shall be in compliance with the requirements of the regulatory authorities in other jurisdictions. The distribution of this Prospectus and the offering of the Shares may be restricted in certain jurisdictions. This Prospectus is not an offer or solicitation in any jurisdiction where such offer or solicitation is unlawful, where the person making the offer or solicitation is not authorised to make it or a person receiving the offer or solicitation may not lawfully receive it. The information contained in this Prospectus is supplemented by the most recent KFS, annual report of the Fund and any subsequent semi-annual report of the Fund, if available, copies of which can be obtained free of charge at the registered office of the Fund. Persons interested in purchasing Shares should inform themselves as to (a) the legal requirements within their own country for the purchase of Shares, (b) any foreign exchange restrictions which may be applicable, and (c) the income and other tax consequences of purchase, conversion and redemption of Shares. The Fund is registered under Part I of the Luxembourg law of 17 December This registration does not require any Luxembourg authority to approve or disapprove either the adequacy or accuracy of this Prospectus or the portfolio securities held by the Fund. Any representation to the contrary is unauthorised and unlawful. The Fund complies with the substance requirements as provided by Article 27 of the Luxembourg law of 17 December Shares are listed on the Luxembourg Stock Exchange, except as shown in the footnotes to the relevant funds in Part I of this Prospectus. The Fund qualifies as an undertaking for collective investment in transferable securities (a UCITS) and has obtained recognition under the Directive 2009/65/EC of the European Parliament and of the Council for marketing in certain Member States of the European Union. Information for investors in certain countries is contained in Part III, which accompanies Parts I and II of this Prospectus. Investors should note that the information contained in Part III does not constitute tax advice, and the Directors recommend that Shareholders should seek their own professional advice as to the tax consequences before investing in Shares in the Fund. Copies of this Prospectus and the latest KFS are available free of charge from the Distributors and the Representatives of the Fund. The Fund draws the investors attention to the fact that any investor will only be able to fully exercise their investor s rights directly against the Fund, notably the right to participate in general meetings of the Shareholders, if the investor is registered themselves and in their own name in the register of Shareholders of the Fund. In case where an investor invests in the Fund through an intermediary investing in the Fund in their own name but on behalf of the investor, it may not always be possible for the investor to exercise certain Shareholder rights directly against the Fund. Investors are advised to take advice on their rights. The Fund is not registered in the United States of America under the Investment Company Act of Shares have not been registered in the United States of America under the Securities Act of Shares may not be directly or indirectly offered or sold in the United States of America or any of its territories or possessions or areas subject to its jurisdiction or to or for the benefit of nationals or residents thereof, unless pursuant to an exemption from registration requirements available under US law, any applicable statute, rule or interpretation. US Persons (as this term is defined in Appendix C General Information ) are not eligible to invest in the Fund. Prospective investors shall be required to declare that they are not a US Person. The Fund is not registered in any provincial or territorial jurisdiction in Canada and the Shares have not been qualified for distribution in any Canadian jurisdiction under applicable securities laws. Shares made available under this offer may not be directly or indirectly offered or sold in any provincial or territorial jurisdiction in Canada or to or for the benefit of residents thereof. Prospective investors may be required to declare that they are not a Canadian resident and are not applying for Shares on behalf of any Canadian residents. If an investor becomes a Canadian resident after buying Shares of the Fund, this investor will not be able to buy any additional Shares. 1 Fidelity Funds II April 2016

11 Part I Fund Details Market timing and excessive trading The Fund is designed and managed to support longer-term investment and active trading is discouraged. Short term or excessive trading into and out of the Fund may harm performance by disrupting portfolio management strategies and by increasing expenses. In accordance with general FIL Group policy and practice and CSSF circular 04/146, the Fund and the Distributors are committed not to permit transactions which they know to be or have reasons to believe to be related to market timing. Accordingly, the Fund and the Distributors may refuse to accept applications for or switching of Shares, especially where transactions are deemed disruptive, particularly from market timers or investors who, in the Fund s or any of the Distributors opinion, have a pattern of short term or excessive trading or whose trading has been or may be disruptive to the Fund. For these purposes, the Fund and the Distributors may consider an investor s trading history in a fund or other FIL Group UCIs and accounts under common ownership or control. Fidelity Funds II April

12 Part I Fund Details General risk factors The following statements are intended to inform investors of the uncertainties and risks associated with investments and transactions in transferable securities and other financial instruments. Although care is taken to understand and manage these risks, the respective funds and accordingly the Shareholders in the respective funds will ultimately bear the risks associated with the investments of the relevant funds. Historical Performance Past performance information relating to each fund is set out in the KFS and the website hk/investor/en/fund-prices-performance/fund-price-details/default.page*. Past performance should not be seen as an indication of how a fund will perform in the future and cannot in any way provide a guarantee of future returns. Investing in Currency funds An investment in the Currency funds is neither insured nor guaranteed by any government, government agencies or government-sponsored agencies or any bank guarantee fund. Shares in the Currency funds are not deposits or obligations of, or guaranteed or endorsed by, any bank and the amount invested in Shares may fluctuate up and/or down. Although the Fund seeks to maintain capital value and liquidity whilst producing a return in line with money market rates to the investor, the Currency funds do not guarantee a stable Net Asset Value. All investments are subject to credit and counterparty risk and provide limited potential for capital appreciation and generally lower income than investments in medium- or long-term instruments would. Furthermore, the performance of the Currency funds may be affected by changes in money market rates, economic and market conditions and in legal, regulatory and tax requirements. Legal and Tax Risks In some jurisdictions, the interpretation and implementation of laws and regulations and the enforcement of shareholders rights under such laws and regulations may involve significant uncertainties. Further, there may be differences between accounting and auditing standards, reporting practices and disclosure requirements and those generally accepted internationally. Some of the funds may be subject to withholding and other taxes. Tax law and regulations of any country are constantly changing, and they may be changed with retrospective effect. The interpretation and applicability of the tax law and regulations by tax authorities in some jurisdictions are not as consistent and transparent as those of more developed nations, and may vary from region to region. Holdings Concentration Some funds may invest in a relatively small number of investments or may be concentrated in a specific industry sector and the Net Asset Value of the fund may be more volatile as a result of this concentration of holdings relative to a fund which diversifies across a larger number of investments or sectors. European Risk Some funds may invest in European debt securities and its performance may be tied to the economic, political, regulatory, geopolitical, market, currency or other conditions in the European Economic Area and could be more volatile than the performance of more geographically diversified funds. In light of the concerns on sovereign credit risk of certain European countries and in particular these countries fiscal conditions, the fund may be subject to increased liquidity, price, and foreign exchange risk. If there are adverse credit events in certain European countries e.g. downgrade of the sovereign credit rating of a European country or a European financial institution, the performance of the fund could decline significantly and will possibly result in significant loss. Measures taken by the governments of the European countries, central banks and other authorities to address their economic and financial problems may not be effective and such failure may result in further deterioration of these countries fiscal conditions. Liquidity Risk In normal market conditions the Fund s assets comprise mainly realisable investments which can be readily sold. A fund s main liability is the redemption of any shares that investors wish to sell. In general the Fund manages its investments, including cash, such that it can meet its liabilities. Investments held may need to be sold if insufficient cash is available to finance such redemptions. If the size of the disposals are sufficiently large, or the market is illiquid, then there is a risk that either the investments might not be sold or the price at which they are sold may adversely affect the Net Asset Value of the fund. Pricing and Valuation Risk The Fund s assets comprise mainly quoted investments where a valuation price can be obtained from an exchange or similarly verifiable source. However, the Fund will also invest in unquoted and/or illiquid investments which will increase the risk of mispricing. Further, the Fund will compute Net Asset Values when some markets are closed for holidays or other reasons. In these and similar cases an objective verifiable source of market prices will not be available and the Investment Manager will invoke its fair value process which will determine a fair value price for the relevant investments; this fair value process involves assumptions and subjectivity. * The website: has not been reviewed by the Securities and Futures Commission in Hong Kong. 3 Fidelity Funds II April 2016

13 Part I Fund Details Credit Risk Investments may be adversely affected if any of the institutions with which money is deposited suffers insolvency or other financial difficulties (default). Credit risk also arises from the uncertainty about the ultimate repayment of principal and interest bond or other debt instrument investments. In both cases the entire deposit or purchase price of the debt instrument is at risk of loss if there is no recovery after default. The risk of default is usually greatest with bonds and debt instruments that are classed as sub investment grade. Counterparty Credit & Settlement Risk All security investments are transacted through brokers who have been approved by the Investment Manager as an acceptable counterparty. The list of approved brokers is reviewed regularly. There is a risk of loss if a counterparty fails to perform its financial or other obligations to the funds, for example, the possibility that a counterparty may default, by failing to make payments due, or make payments in a timely manner. If settlement never occurs the loss incurred by the fund will be the difference between the price of the original contract and the price of the replacement contract, or, in the case where the contract is not replaced the absolute value of the contract at the time it is voided. Further, in some markets Delivery versus Payment may not be possible in which case the absolute value of the contract is at risk if the fund meets its settlement obligations but the counterparty fails before meeting its obligations. Securitised or Structured Debt Instruments Funds may invest in securitised or structured debt instruments (collectively referred to as structured products). Such instruments include asset-backed securities, mortgage-backed securities, collateralised debt instruments and collateralised loan obligations. Structured products provide exposure, synthetically or otherwise, to underlying assets and the risk/return profile is determined by the cash flows derived from such assets. Some of such products involve multiple instruments and cash flow profiles such that it is not possible to predict with certainty the outcome from all market scenarios. Also the price of such an investment could be contingent on, or highly sensitive to, changes in the underlying components of the structured instrument. The underlying assets can take many forms including, but not limited to, credit card receivables, residential mortgages, corporate loans, manufactured housing loans or any type of receivables from a company or structured vehicle that has regular cash flows from its customers. Some structured products may employ leverage which can cause the price of the instruments to be more volatile than if they had not employed leverage. In addition investments in structured products may be less liquid than other securities. The lack of liquidity may cause the current market price of assets to become disconnected from the underlying assets value and consequently funds investing in securitised products may be more susceptible to liquidity risk. The liquidity of a structured product can be less than a regular bond or debt instrument and this may adversely affect either the ability to sell the position or the price at which such a sale is transacted. Mortgage-Related Securities Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates a fund holding mortgage-related securities may exhibit additional volatility (extension risk). In addition, adjustable and fixed rate mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected. This can reduce the returns of a fund because the fund may have to reinvest that money at the lower prevailing interest rates. In addition investments in securitised products may be less liquid than other securities. The lack of liquidity may cause the current market price of assets to become disconnected from the underlying assets value and consequently funds investing in securitised products may be more susceptible to liquidity risk. The liquidity of a securitised product can be less than a regular bond or debt instrument and this may adversely affect either the ability to sell the position or the price at which such a sale is transacted. Repurchase Transactions Repurchase Transactions involve risks in that (a) in the event of the failure of the counterparty with which cash of a fund has been placed there is the risk that collateral received may realise less than the cash placed out, whether because of inaccurate pricing of the collateral, adverse market movements, a deterioration in the credit rating of issuers of the collateral, or the illiquidity of the market in which the collateral is traded; and that (b) (i) locking cash in transactions of excessive size or duration, (ii) delays in recovering cash placed out, or (iii) difficulty in realising collateral may restrict the ability of the Fund to meet redemption requests, security purchases or, more generally, reinvestment. Termination of Funds and Classes of Shares In the event of the termination of a fund or a class of Shares, the assets of the fund or the class will be realised, the liabilities discharged and the net proceeds of realisation distributed to Shareholders in proportion to their holding of Shares in that fund or class. It is possible that at the time of such realisation or distribution, certain investments held by the fund or class of Shares may be worth less than the initial cost of such investments, resulting in a loss to the Shareholders. All normal operating expenses incurred up to the point of termination will be borne by a fund or the class. There are no unamortised organisational expenses with regard to the Fund, a fund or a class. The foregoing risk factors do not purport to be a complete explanation of the risks involved in investing in the Shares. Prospective investors should read the entire Prospectus and consult with their legal, tax and financial advisors before making any decision to invest in the Fund. Fidelity Funds II April

14 Part I Fund Details Summary Information Fidelity Funds II Legal structure: Open ended investment company with multiple classes of Shares incorporated in Luxembourg. Investment Manager: FIL Fund Management Limited, Bermuda Fidelity Funds II registered address: 2a, Rue Albert Borschette, BP 2174, L-1021 Luxembourg Depositary: Brown Brothers Harriman (Luxembourg) S.C.A. General Distributor: FIL Distributors, Bermuda Auditors: PricewaterhouseCoopers S.à r.l., Luxembourg Management Company, Registrar, Transfer Agent, Administrative Service Agent and Domiciliary Agent FIL Investment Management (Luxembourg) S.A. 2a, Rue Albert Borschette BP 2174 L-1021 Luxembourg Principal Features Investment choice: Range of Currency funds. Current sales charge: 0% for Currency funds Investment objective: Classes of Shares: Fidelity Funds II provides investment in professionally managed pools of international securities in different geographical areas and currencies, with the opportunity to achieve capital growth, income or a balance between growth and income. A for Currency funds. Current redemption charge: Current switching charge: 0% for Currency funds 0% for Currency funds (see Part II of this Prospectus for full details.) Principal geographical areas: Recommended investment time: Worldwide. Currency funds any time period. Current annual management fee: Class A Shares: Up to 1% for Currency funds. (see Part II of this Prospectus, for full details.) Potential investors: Fidelity Funds II is available to retail and institutional investors. Dividends: Fidelity Funds II will not pay dividends. Currency of the Fund: US Dollar Taxation: Annual subscription tax of 0.01% payable quarterly on Currency funds. NAV publications: Details can be obtained from the Distributor or the Fund. Generally available in various publications (for details see How to Buy Shares, Price in Part II of this Prospectus) Incorporation date: 1 November 1991, in Bermuda Minimum investment: Established in Luxembourg since: 31 July 2000 Current Minimum Investments* Year end: 31 January Funds Minimum Initial Investment Net Asset Value: Daily calculation Minimum Subsequent Investment Purchases/ Redemptions: Instructions are centralised daily for Currency funds before noon UK time (normally 1.00 pm Central European Time) and are executed the same day at the next calculated Net Asset Value by the Distributors. Class A Shares in all Currency funds USD 2,500 USD 1,000 * or the equivalent of the amounts shown above in any major freely convertible currency. 5 Fidelity Funds II April 2016

15 Part I Fund Details Distributors General Distributor: FIL Distributors Pembroke Hall, 42 Crow Lane Pembroke HM19, Bermuda Telephone: (1) Fax: (1) Share Distributors: FIL (Luxembourg) S.A. 2a, Rue Albert Borschette BP 2174, L-1021 Luxembourg Telephone: (352) Fax: (352) FIL Investment Services GmbH Kastanienhöhe 1 D Kronberg im Taunus Telephone: (49) Fax: (49) FIL Gestion Washington Plaza 29 rue de Berri F Paris Telephone: (33) FIL Investments International Oakhill House 130 Tonbridge Road Hildenborough Tonbridge, Kent TN11 9DZ United Kingdom Telephone: (44) Fax: (44) FIL Investment Management (Hong Kong) Limited Level 21, Two Pacific Place 88 Queensway Admiralty, Hong Kong Telephone: (852) Fax: (852) FIL Distributors International Limited PO Box HM670 Hamilton HMCX, Bermuda Telephone: (1) Fax: (1) FIL Pensions Management Oakhill House 130 Tonbridge Road Hildenborough Tonbridge, Kent TN11 9DZ United Kingdom Telephone: (44) Fax: (44) Financial Administration Services Limited Oakhill House 130 Tonbridge Road Hildenborough Tonbridge, Kent TN11 9DZ United Kingdom Telephone: (44) Fax: (44) Fidelity Funds II April

16 Part I Fund Details THE RANGE OF FUNDS Currencies Investments in a fund may be made in currencies different from the reference currency of the fund. CURRENCY FUNDS Investment Objectives The aim of the Currency funds is to provide through the individual funds, a wholesale rate of return for a currency chosen by the investor with the opportunity to switch at any time between Currency funds. The overall investment objective of each Currency fund will not be altered at any time without offering Shareholders a free switch or redemption out of the relevant fund. Investment Policies All Currency funds seek to achieve their investment objective by following the same investment policy, the essential differences being the currency in which their assets are denominated. The assets of a Currency fund shall be converted into the relevant currency for that fund. The assets of the Currency funds shall exclusively be composed of interest bearing transferable debt securities and, within the restrictions set out by law, in Money Market Instruments and in cash. The types of debt securities in which the various Currency funds may invest include those which are traded on the Money Market in the UK, regulated by the Financial Conduct Authority, or on the Over-the-Counter Market in the US, regulated by the US Securities and Exchange Commission and the National Association of Securities Dealers. These may include the following: commercial paper; obligations issued or guaranteed by governments, governmental agencies, or instrumentalities; variable rate notes; variable rate certificates of deposit; certain investment grade collateralised mortgage obligations and other asset-backed securities; issues of governments and supranational agencies, such as Treasury Bills, notes and bonds; and short dated corporate bonds. The Currency funds may also acquire, within the restrictions imposed by law, regularly traded Money Market Instruments which are regularly negotiated, provided that the average residual maturity of the portfolio of the Currency fund concerned does not exceed 12 months. With due consideration given to the restrictions on investments required by applicable law and regulations and on an ancillary basis, each Currency fund may further hold cash and cash equivalents (including Money Market Instruments which are regularly negotiated, provided that the average residual maturity of the portfolio of the Currency fund concerned does not exceed 12 months). Money Market Instruments with a residual term of less than one year are considered for this purpose as liquid investments. The method used to calculate the global exposure relating to derivative instruments is the commitment approach (please refer to Appendix A, D. of the Prospectus for further details). Currently only one Currency fund is available for investment by retail investors in Hong Kong and the fund s investment objective is set out below: Fund Name (and Reference Currency) Fidelity Funds II US Dollar Currency Fund A,L (USD) Investment Objective Invests primarily in US Dollar denominated debt securities and other permitted assets. Principal Dealing Currency A-Shares USD 7 Fidelity Funds II April 2016

17 Part I Fund Details Notes to be read in conjunction with the information provided on the different funds Typical Investor Profiles A. This would mainly suit an investor for which capital security and liquidity are primary considerations recognising that the Net Asset Value of the fund is not guaranteed, that Shares of the fund are not bank deposits and there is no assurance that any appreciation in value of Shares will occur. Risk Profiles L. Low risk. The value of the fund is calculated daily on the basis of the market value of underlying cash, government bonds and/or corporate bond investments. If you are investing in a fund that is denominated in a currency other than yours, there may be additional risk through exchange rate fluctuations. The information provided in this Prospectus does not constitute investment advice. Your attention is drawn to the Important Note of this Prospectus. If you are investing in a fund that is denominated in a currency other than Euro, there may be additional risk through exchange rate fluctuations. Fidelity Funds II April

18 Part I Fund Details Fidelity Funds II Part II: Core Information Page Principal Features 10 Classes of Shares 10 How to Buy Shares 11 How to Sell Shares 12 How to Switch 12 Dividends 13 Charges and Expenses 13 Meetings & Reports to Shareholders 14 Taxation 14 Performance of the Fund 16 Management of the Fund 16 Directors 17 Supervisory Officers 17 Appendix A - Investment Powers & Safeguards 18 Appendix B - Administration Details 24 Appendix C - Additional Information 26 9 Fidelity Funds II April 2016

19 Part II Core Information Structure PRINCIPAL FEATURES The Fund is an open-ended investment company incorporated under the laws of Luxembourg as a SICAV (société d investissement à capital variable). Each fund is a separate portfolio of securities managed in accordance with specific investment objectives. Separate classes of Shares are issued in relation to the funds. Investors can choose from any fund as provided for under this Prospectus. Each fund provides investment in professionally managed pools of securities in different geographical areas and currencies. A detailed list of the fund(s) and their investment objectives is in Part I of this Prospectus. Multicurrency Dealing Shares can normally be purchased, sold or switched with any of the Distributors or be subscribed for or redeemed or switched through the Management Company on a day that the Distributors or the Management Company are open for business. The Distributors will normally accept orders in any of the major freely convertible currencies, while through the Management Company, settlement may only be made in one of the principal dealing currencies of the applicable class. Single Price There is a single price for buying and selling Shares which represents the Net Asset Value of the relevant fund. If applicable, a sales charge is added in the case of purchases and a switch charge in the case of switches. Listing Shares are listed on the Luxembourg Stock Exchange, except as shown in the footnotes to the relevant funds in Part I of this Prospectus. Other stock exchange listings may be sought from time to time as considered appropriate by the Board of Directors. Minimum Investment The minimum initial and subsequent investments are as follows: Funds Minimum Investments US Dollars* Initial Subsequent Class A Shares in Currency funds 2,500 1,000 * or the equivalent of the amounts shown above in any major freely convertible currency The minimum value of a holding at any time must amount to the minimum initial investment applicable to the particular class of Shares of that fund, except for Shareholders as at 31 July Co-Management of Assets For the purpose of effective management, where the investment policies of the funds so permit, the Board of Directors may choose that the assets of certain funds within the Fidelity Funds II range be co-managed. In such case, assets of different funds will be managed in common. The assets which are co-managed shall be referred to as a pool, notwithstanding the fact that such pools are used solely for internal management purposes. The pools do not constitute separate entities and are not directly accessible to investors. Each of the co-managed funds shall be allocated its specific assets. Where the assets of more than one fund are pooled, the assets attributable to each participating fund will initially be determined by reference to its initial allocation of assets to such a pool and will change in the event of additional allocations or withdrawals. The entitlements of each participating fund to the co-managed assets apply to each and every line of investments of such pool. Additional investments made on behalf of the co-managed funds shall be allotted to such funds in accordance with their respective entitlements, whereas assets sold shall be levied similarly on the assets attributable to each participating fund. CLASSES OF SHARES Class A Shares Upon the sale of Class A Shares a sales charge of 0% for Currency funds is payable and there is no redemption fee or ongoing distribution charge. Fidelity Funds II April

20 Part II Core Information Applications HOW TO BUY SHARES Investors buying Shares for the first time should complete the application form. The instructions for subsequent purchases must normally contain full details of registration, the name of the fund(s), class(es) of Shares, settlement currency(ies) and the value of Shares to be bought. Purchase instructions will normally only be fulfilled on banker s notification of receipt of cleared monies. In case of joint holding and unless specifically stated in writing at the time of application, any one of the registered joint Shareholders is authorised to sign any documents or to give instructions in connection with that holding on behalf of the other joint Shareholders. Such authorisation shall remain in force unless notice of its termination is received under separate cover by the Distributor. Completed applications with cleared monies received by a Distributor or the Management Company, where the investor is subscribing for Shares direct from the Fund, on a day that the Distributor and/or the Management Company are open for business before the appropriate dealing cut off times on a Valuation Date will normally be fulfilled that day at the next calculated Net Asset Value of the relevant fund plus any applicable sales charge. Normally, the Management Company and/or the relevant Distributor do not accept from, or make payments to, persons other than the registered Shareholder or any of the joint Shareholders. Dealing cut-off times are shown in the table below. Dealing cut-off times UK time (normally Central European Time) Hong Kong Time 12 noon (1.00 pm) 4.00pm (prior to 23 May 2016) 5.00pm (with effect from 23 May 2016) Other dealing cut-off times may be agreed with local Distributors. Shareholders should normally allow at least three Business Days before further switching, selling or redeeming their Shares after purchase or subscription. Price The purchase price comprises the Net Asset Value of Shares of the relevant fund calculated on a Valuation Date plus the applicable sales charge. The number of Shares will be rounded up or down to the nearest one hundredth of a Share. Details of the most recent Net Asset Values of Shares in each fund may be obtained from each Distributor or the Management Company. The Net Asset Values of the appropriate funds are published in such manner as decided from time to time by the Directors. Currencies Investors may place orders for Shares with Distributors in any of the major freely convertible currencies in addition to the principal dealing currency of the individual funds and/or classes of Shares. Investors may contact the Distributors for information about such currencies. The Distributors may publish details of other currencies which will be accepted. Foreign exchange transactions required to handle client purchases/redemptions may be aggregated and will be carried out by FIL Group s central treasury department on an arm s length basis through certain FIL Group companies from which a benefit may be derived by such companies. Settlement must be made in the currency in which the order was placed. Investors subscribing for Shares direct from the Management Company may only settle in the principal dealing currency of the applicable fund or class. Settlement Settlement should be made by electronic bank transfer net of bank charges. Payment should be made to the bank account published by the Distributor as appropriate to the currency of settlement. Other methods of payment require the prior approval of the Distributor or the Management Company. Where payments are accepted by cheque (or where an electronic bank transfer does not result in the immediate receipt of cleared funds) processing of the application will usually be deferred until cleared monies are received. Cleared monies will be invested net of bank collection charges. Contract Notes Contract notes will normally be issued within 24 hours of the allocation of Shares. Form of Shares Shares are issued in registered form in the name of the subscriber or made available through Euroclear and/or Clearstream Banking. The Fund does not intend to issue bearer Shares. Registered Shares are held on a register established by the Fund in the investor s name. No Share certificates are issued. Certification of the registered holding may be requested and will be mailed within approximately four weeks after payment for the Shares and provision of registration details to the Distributor or the Management Company. 11 Fidelity Funds II April 2016