SPARTAN(registered trademark) MUNICIPAL INCOME FUND
SPARTAN(registered trademark) ARIZONA MUNICIPAL INCOME FUND
SPARTAN(registered trademark) MARYLAND MUNICIPAL INCOME FUND
FUNDS OF
FIDELITY UNION STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Spartan Municipal Income Fund, Spartan Arizona Municipal Income
Fund, and Spartan Maryland Municipal Income Fund (the funds), will be held
at the office of Fidelity Union Street Trust (the trust), 82 Devonshire
Street, Boston, Massachusetts 02109 on October 6, 1997, at 9:00 a.m.
Eastern time. The purpose of the Meeting is to consider and act upon the
following proposals, and to transact such other business as may properly
come before the Meeting or any adjournments thereof. Approval of each
Reorganization will be determined solely by approval of the shareholders of
the individual fund affected. It will not be necessary for all three
Reorganizations to be approved for any one of them to take place.
1. To approve an Agreement and Plan of Reorganization between Spartan
Municipal Income Fund and Fidelity Municipal Income Fund, a fund of
Fidelity Court Street Trust, providing for the transfer of all of the
assets of Spartan Municipal Income Fund to Fidelity Municipal Income Fund
in exchange solely for shares of beneficial interest of Fidelity Municipal
Income Fund and the assumption by Fidelity Municipal Income Fund of Spartan
Municipal Income Fund's liabilities, followed by the distribution of
Fidelity Municipal Income Fund shares to shareholders of Spartan Municipal
Income Fund in liquidation of Spartan Municipal Income Fund.
2. To approve an Agreement and Plan of Reorganization between Spartan
Arizona Municipal Income Fund and Fidelity Municipal Income Fund, a fund of
Fidelity Court Street Trust, providing for the transfer of all of the
assets of Spartan Arizona Municipal Income Fund to Fidelity Municipal
Income Fund in exchange solely for shares of beneficial interest of
Fidelity Municipal Income Fund and the assumption by Fidelity Municipal
Income Fund of Spartan Arizona Municipal Income Fund's liabilities,
followed by the distribution of Fidelity Municipal Income Fund shares to
shareholders of Spartan Arizona Municipal Income Fund in liquidation of
Spartan Arizona Municipal Income Fund.
3. To approve an Agreement and Plan of Reorganization between Spartan
Maryland Municipal Income Fund and Fidelity Municipal Income Fund, a fund
of Fidelity Court Street Trust, providing for the transfer of all of the
assets of Spartan Maryland Municipal Income Fund to Fidelity Municipal
Income Fund in exchange solely for shares of beneficial interest of
Fidelity Municipal Income Fund and the assumption by Fidelity Municipal
Income Fund of Spartan Maryland Municipal Income Fund's liabilities,
followed by the distribution of Fidelity Municipal Income Fund shares to
shareholders of Spartan Maryland Municipal Income Fund in liquidation of
Spartan Maryland Municipal Income Fund.
The Board of Trustees has fixed the close of business on August 11, 1997,
as the record date for the determination of the shareholders of each of the
funds entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
August 11, 1997
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help avoid the time and expense involved in validating your vote
if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins, Trustee
2) ABC Trust Ann B. Collins, Trustee
3) Ann B. Collins, Trustee Ann B. Collins, Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
SPARTAN MUNICIPAL INCOME FUND
SPARTAN ARIZONA MUNICIPAL INCOME FUND
SPARTAN MARYLAND MUNICIPAL INCOME FUND
FUNDS OF
FIDELITY UNION STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
PROXY STATEMENT AND PROSPECTUS
AUGUST 11, 1997
This Proxy Statement and Prospectus (Proxy Statement) is being furnished
to shareholders of Spartan Municipal Income Fund (Spartan Municipal
Income), Spartan Arizona Municipal Income Fund (Spartan AZ Income), and
Spartan Maryland Municipal Income Fund (Spartan MD Income) (the funds),
funds of Fidelity Union Street Trust (the trust), in connection with the
solicitation of proxies by the trust's Board of Trustees for use at the
Special Meeting of Shareholders of Spartan Municipal Income, Spartan AZ
Income, and Spartan MD Income and at any adjournments thereof (the
Meeting). The Meeting will be held on Monday, October 6, 1997 at 9:00 a.m.
Eastern time at 82 Devonshire Street, Boston, Massachusetts 02109, the
principal executive office of the trust.
As more fully described in the Proxy Statement, the purpose of the Meeting
is to vote on proposed reorganizations (Reorganizations). Pursuant to each
Agreement and Plan of Reorganization (the Agreements), Spartan Municipal
Income, Spartan AZ Income, and Spartan MD Income each would transfer all of
its assets to Fidelity Municipal Income Fund (Fidelity Municipal Income), a
fund of Fidelity Court Street Trust, in exchange solely for shares of
beneficial interest of Fidelity Municipal Income and the assumption by
Fidelity Municipal Income of Spartan Municipal Income's, Spartan AZ
Income's, and Spartan MD Income's liabilities, respectively. The number of
shares to be issued in the proposed Reorganizations will be based upon the
relative net asset values of each of the funds at the time of the exchange.
As provided in the Agreements, Spartan Municipal Income, Spartan AZ Income,
and Spartan MD Income each will distribute shares of Fidelity Municipal
Income to its shareholders so that each shareholder receives the number of
full and fractional shares of Fidelity Municipal Income equal in value to
the aggregate net asset values of the shares of each of Spartan Municipal
Income, Spartan AZ Income, and Spartan MD Income held by shareholders of
each fund on October 23, 1997, respectively, or such other dates as the
parties may agree (the Closing Date). Approval of each Reorganization will
be determined solely by approval of the shareholders of the individual fund
affected. It will not be necessary for all three Reorganizations to be
approved for any one of them to take place.
Fidelity Municipal Income, a municipal bond fund, is a diversified fund of
Fidelity Court Street Trust, an open-end management investment company
organized as a Massachusetts business trust on April 21, 1977. Fidelity
Municipal Income's investment objective is to seek a high level of current
income free from federal income tax. Fidelity Municipal Income seeks to
achieve its investment objective by investing in investment-grade municipal
securities under normal conditions.
This Proxy Statement, which should be retained for future reference, sets
forth concisely the information about the Reorganizations and Fidelity
Municipal Income that a shareholder should know before voting on the
proposed Reorganizations. The Statement of Additional Information (dated
August 11, 1997) relating to this Proxy Statement has been filed with the
Securities and Exchange Commission (SEC) and is incorporated herein by
reference. This Proxy Statement is accompanied by the Prospectus (dated
February 28, 1997 and supplemented April 1, 1997), which offers
shares of Fidelity Municipal Income. The Statement of Additional
Information (dated February 28, 1997) for Fidelity Municipal Income is
available upon request. Attachment 1 contains excerpts from the Annual
Report of Fidelity Municipal Income dated November 30, 1996. The Prospectus
and Statement of Additional Information for Fidelity Municipal Income have
been filed with the SEC and are incorporated herein by reference. The
Prospectus and Statement of Additional Information for Spartan Municipal
Income (both dated July 31, 1997 with a Prospectus supplement dated July
31, 1997) have been filed with the SEC and are incorporated herein by
reference. Prospectuses and Statements of Additional Information for
Spartan AZ Income and Spartan MD Income (each dated October 18, 1996 and
with Prospectus supplements dated April 18, 1997) have been filed with
the SEC and are incorporated herein by reference. Copies of these documents
may be obtained without charge by contacting the trust or Fidelity
Court Street Trust, at Fidelity Distributors Corporation, 82 Devonshire
Street, Boston, Massachusetts 02109 or by calling 1-800-544-8888.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT AND
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Voting Information
Synopsis
Comparison of Other Policies of the Funds
Comparison of Principal Risk Factors
The Proposed Transactions
Additional Information about Fidelity Municipal Income Fund
Miscellaneous
Attachment 1. Excerpts from Annual Report of Fidelity Municipal Income Fund
Dated November 30, 1996
Att achment 2. Annual Fund Operating Expenses and Examples of Fund
Expenses for Certain Reorganizations
Exhibit 1. Form of Agreement and Plan of Reorganization of Spartan
Municipal Income Fund
Exhibit 2. Form of Agreement and Plan of Reorganization of Spartan Arizona
Municipal Income Fund
Exhibit 3. Form of Agreement and Plan of Reorganization of Spartan Maryland
Municipal Income Fund
PROXY STATEMENT AND PROSPECTUS
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY UNION STREET TRUST:
SPARTAN MUNICIPAL INCOME FUND
SPARTAN ARIZONA MUNICIPAL INCOME FUND
SPARTAN MARYLAND MUNICIPAL INCOME FUND
TO BE HELD ON OCTOBER 6, 1997
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
VOTING INFORMATION
This Proxy Statement and Prospectus (Proxy Statement) is furnished in
connection with a solicitation of proxies made by, and on behalf of, the
Board of Trustees of Fidelity Union Street Trust (the trust) to be used at
the Special Meeting of Shareholders of Spartan Municipal Income Fund
(Spartan Municipal Income), Spartan Arizona Municipal Income Fund (Spartan
AZ Income), and Spartan Maryland Municipal Income Fund (Spartan MD Income)
(the funds) and at any adjournments thereof (the Meeting), to be held on
Monday, October 6, 1997 at 9:00 a.m. Eastern time at 82 Devonshire Street,
Boston, Massachusetts 02109, the principal executive office of the trust
and Fidelity Management & Research Company (FMR), the funds' investment
adviser.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is made primarily by the mailing of this Proxy Statement and
the accompanying proxy cards on or about August 11, 1997. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, or by
personal interview by representatives of the trust. In addition, D.F. King
& Co. and/or Management Information Services Corp. may be paid on a
per-call basis to solicit shareholders on behalf of Spartan Municipal
Income, Spartan AZ Income, and Spartan MD Income at an anticipated cost of
approximately $9,000, $2,000, and $3,000, respectively. The expenses in
connection with preparing this Proxy Statement and its enclosures and of
all solicitations will be borne by FMR. FMR will reimburse brokerage firms
and others for their reasonable expenses in forwarding solicitation
material to the beneficial owners of shares.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If no
specification is made on a proxy card, it will be voted FOR the matters
specified on the proxy card. Only proxies that are voted will be counted
towards establishing a quorum. Broker non-votes are not considered voted
for this purpose. Shareholders should note that while votes to ABSTAIN will
count toward establishing a quorum, passage of any proposal being
considered at the Meeting will occur only if a sufficient number of votes
are cast FOR the proposal. Accordingly, votes to ABSTAIN and votes AGAINST
will have the same effect in determining whether the proposal is approved.
The funds may also arrange to have votes recorded by telephone. D.F. King
& Co. may be paid on a per-call basis for vote-by-phone solicitations on
behalf of Spartan Municipal Income, Spartan AZ Income, and Spartan MD
Income at an anticipated cost of approximately $1,000, $1,000, and $1,000,
respectively. The expenses in connection with telephone voting will be
borne by FMR. If the funds record votes by telephone, they will use
procedures designed to authenticate shareholders' identities, to allow
shareholders to authorize the voting of their shares in accordance with
their instructions, and to confirm that their instructions have been
properly recorded. Proxies given by telephone may be revoked at any time
before they are voted in the same manner that proxies voted by mail may be
revoked.
If a quorum is not present at the Meeting, or if a quorum is present at
the Meeting, but sufficient votes to approve one or more of the proposed
items are not received, or if other matters arise requiring shareholder
attention, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares present at the Meeting or represented by proxy for each fund. When
voting on a proposed adjournment, the persons named as proxies will vote
FOR the proposed adjournment all shares that they are entitled to vote with
respect to each item, unless directed to vote AGAINST the item, in which
case such shares will be voted against the proposed adjournment with
respect to that item. A shareholder vote may be taken on one or more of the
items in this Proxy Statement or on any other business properly presented
at the meeting prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate.
On April 30, 1997, there were 52,348,391, 2,248,946, and 4,509,197 shares
issued and outstanding of Spartan Municipal Income, Spartan AZ Income, and
Spartan MD Income, respectively. Shareholders of record at the close of
business on August 11, 1997 will be entitled to vote at th e Meeting.
Each such shareholder will be entitled to one vote for each dollar of net
asset value held on that date. On April 30, 1997, there were 142,778,163
shares i ssu ed and outstanding of Fidelity Municipal Income
Fund (Fidelity Municipal Income).
As of April 30, 1997, the Trustees and officers of each fund owned, in the
aggregate, less than 1% of each fund's total outstanding shares.
As of April 30, 1997, the following owned of record 5% or more of a fund's
outstanding shares:
Spartan Municipal Income: National Financial Services Corporation, Boston,
MA (14.55%).
Spartan AZ Income: National Financial Services Corporation, Boston, MA
(28.65%).
Spartan MD Income: National Financial Services Corporation, Boston, MA
(21.21%).
To the knowledge of the trust and Fidelity Court Street Trust, no other
shareholder owned of record or beneficially 5% or more of the outstanding
shares of each fund on that date. It is not anticipated that any of the
above shareholders will own of record or beneficially 5% or more of the
outstanding shares of Fidelity Municipal Income as a result of the
Reorganizations.
VOTE REQUIRED: APPROVAL OF EACH REORGANIZATION REQUIRES THE AFFIRMATIVE
VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE SPECIFIC
FUND INVOLVED IN THAT REORGANIZATION. UNDER THE INVESTMENT COMPANY ACT OF
1940 (THE 1940 ACT), THE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF
THE VOTING SECURITIES PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE
HOLDERS OF MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES ARE PRESENT
OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING VOTING
SECURITIES. BROKER NON-VOTES ARE NOT CONSIDERED "PRESENT" FOR THIS PURPOSE.
SYNOPSIS
The following is a summary of certain information contained elsewhere in
this Proxy Statement, in the Agreements, and in the Prospectuses of Spartan
Municipal Income, Spartan AZ Income, Spartan MD Income, and Fidelity
Municipal Income, which are incorporated herein by this reference.
Shareholders should read the entire Proxy Statement and the Prospectus of
Fidelity Municipal Income carefully for more complete information.
The proposed reorganizations (the Reorganizations) would merge Spartan
Municipal Income, Spartan AZ Income, and Spartan MD Income into Fidelity
Municipal Income, a municipal bond fund also managed by FMR. If the
Reorganizations are approved, Spartan Municipal Income, Spartan AZ Income,
and Spartan MD Income will cease to exist and current shareholders of each
fund will become shareholders of Fidelity Municipal Income instead. FMR
anticipates th at if the Spartan Municipal Income Reorganization is
approved, the combined fund's name will be changed to Spartan Municipal
Incom e Fund imm ediately following completion of such Reorganization.
Approval of each Reorganization will be determined solely by approval of
the shareholders of the individual fund affected. It will not be necessary
for all three Reorganizations to be approved for any one of them to take
place.
Spartan Municipal Income and Fidelity Municipal Income each seek to
provide a high level of current income free from federal income tax. They
differ primarily in their expense structures.
Spartan AZ Income seeks to provide a high level of current income free
from federal income tax and Arizona personal income tax. Spartan MD Income
seeks to provide a high level of current income free from federal income
tax and Maryland state and county income taxes. Unlike Fidelity Municipal
Income, Spartan AZ Income and Spartan MD Income normally invest at least
65% of their total assets in Arizona or Maryland municipal securities, as
applicable. Spartan AZ Income and Spartan MD Income differ from Fidelity
Municipal Income in their expense structures, investment objectives, and
investment policies.
INVESTMENT OBJECTIVE AND POLICIES
The following summarizes the investment objective differences, if any,
between each fund and Fidelity Municipal Income.
Spartan Municipal Income and Fidelity Municipal Income have identical
investment objectives.
Spartan AZ Income differs from Fidelity Municipal Income in that it is a
state municipal bond fund. In addition to federal tax-free income, the fund
seeks income free from Arizona personal income tax. Unlike Fidelity
Municipal Income, Spartan AZ Income is required to invest at least 65% of
its assets in Arizona municipal securities. Fidelity Municipal Income has
no required level of investments in Arizona municipal securities. As of
April 30, 1997, Spartan AZ Income and Fidelity Municipal Income had 97.69%
and 1.2% of their assets invested in Arizona municipal securities,
respectively.
Spartan MD Income differs from Fidelity Municipal Income in that it is a
state municipal bond fund. In addition to federal tax-free income, the fund
seeks income free from Maryland state and county income taxes. Unlike
Fidelity Municipal Income, Spartan MD Income is required to invest at least
65% of its assets in Maryland municipal securities. Fidelity Municipal
Income has no required level of investments in Maryland municipal
securities. As of April 30, 1997, Spartan MD Income and Fidelity Municipal
Income had 97.73% and 0.3% of their assets invested in Maryland municipal
securities, respectively.
EXPENSE STRUCTURES
The funds also differ with respect to the contractual structure of the
funds' expenses. Spartan Municipal Income, Spartan AZ Income, and Spartan
MD Income each pay an "all-inclusive" management fee to FMR (at a rate of
0.55% of average net assets per year) which covers substantially all fund
expenses. Fidelity Municipal Income by contrast, pays its management fee
and other expenses separately. FMR has voluntarily agreed to reimburse
Fidelity Municipal Income to the extent that total operating expenses
exceed 0.55% of average net assets. If any or all of the Reorganizations
are approved, FMR has agreed to limit the combined fund's expenses to 0.53%
of average net assets through December 31, 1999 (excluding interest, taxes,
brokerage commissions and extraordinary expenses). After that date, the
combined fund's expenses could increase.
In sum, the Spartan Municipal Income Reorganization would provide that
fund's shareholders with the opportunity to participate in a larger fund
with a similar investment portfolio and historical performance, and
expenses guaranteed to be lower than Spartan Municipal Income's for a
period of more than two years.
The Spartan AZ Income Reorganization would provide that fund's
shareholders with the opportunity to participate in a larger and broader
fund with similar performance and expenses guaranteed to be lower than
Spartan AZ Income's for a period of more than two years. However, such fund
would not seek income free from Arizona personal income tax.
The Spartan MD Income Reorganization would provide that fund's
shareholders with the opportunity to participate in a larger and broader
fund with similar performance and expenses guaranteed to be lower than
Spartan MD Income's for a period of more than two years. However, such fund
would not seek income free from Maryland state or county income taxes.
The Board of Trustees believes that the Reorganizations would benefit
Spartan Municipal Income, Spartan AZ Income, and Spartan MD Income
shareholders and recommends that shareholders vote in favor of the
Reorganizations.
THE PROPOSED REORGANIZATIONS
Shareholders of Spartan Municipal Income, Spartan AZ Income, and Spartan
MD Income will be asked at the Meeting to vote upon and approve the
Reorganizations and the Agreements applicable to each fund, which provide
for the acquisition by Fidelity Municipal Income of all of the assets of
Spartan Municipal Income, Spartan AZ Income, and Spartan MD Income in
exchange solely for shares of Fidelity Municipal Income and the assumption
by Fidelity Municipal Income of the liabilities of Spartan Municipal
Income, Spartan AZ Income, and Spartan MD Income, respectively. Spartan
Municipal Income, Spartan AZ Income, and Spartan MD Income will each then
distribute the shares of Fidelity Municipal Income to its respective
shareholders, so that each shareholder will receive the number of full and
fractional shares of Fidelity Municipal Income equal in value to the
aggregate net asset value of the shareholder's shares of Spartan Municipal
Income, Spartan AZ Income, or Spartan MD Income on the Closing Date
(defined below). The exchange of Spartan Municipal Income's, Spartan AZ
Income's, and Spartan MD Income's assets for Fidelity Municipal Income's
shares will occur as of 4:00 p.m. Eastern time on October 23, 1997, or such
other time and date as the parties may agree (the Closing Date). Spartan
Municipal Income, Spartan AZ Income, and Spartan MD Income will then be
liquidated as soon as practicable thereafter. Approval of each
Reorganization will be determined solely by approval of the shareholders of
the individual fund affected. It will not be necessary for all three
Reorganizations to be approved for any one of them to take place.
The funds will receive an opinion of counsel that, except with respect to
Section 1256 contracts, the Reorganizations will not result in any gain or
loss for Federal income tax purposes either to Spartan Municipal Income,
Spartan AZ Income, Spartan MD Income, or Fidelity Municipal Income or to
the shareholders of any fund. The rights and privileges of the former
shareholders of Spartan Municipal Income, Spartan AZ Income, and Spartan MD
Income will be effectively unchanged by the Reorganizations.
COMPARATIVE FEE TABLES
Each fund pays a management fee to FMR for managing its investments and
business affairs which is calculated and paid to FMR every month.
Spartan Municipal Income, Spartan AZ Income, and Spartan MD Income each
pay FMR a management fee at an annual rate of 0.55% of its average net
assets. FMR not only provides each fund with investment advisory and
research services, but also pays all of each fund's expenses, with the
exception of fees and expenses of all Trustees of the trust who are not
"interested persons" of the trust or FMR; interest on borrowings; taxes;
brokerage commissions (if any); and such nonrecurring expenses as may
arise, including costs of any litigation to which a fund may be a party,
and any obligation it may have to indemnify the officers and Trustees with
respect to litigation. The management fee that the funds pay FMR is reduced
by an amount equal to the fees and expenses paid by each fund to the
non-interested Trustees.
In contrast, Fidelity Municipal Income pays management fees and other
expenses separately. Fidelity Municipal Income's management fee is
calculated by adding a group fee rate to an individual fund fee rate, and
multiplying the result by the fund's average net assets. The group fee rate
is based on the average net assets of all mutual funds advised by FMR. In
addition to the management fee payable by the fund, Fidelity Municipal
Income also incurs other expenses for services such as maintaining
shareholder records and furnishing shareholder statements and financial
reports. For the 12 months ended November 30, 1996, Fidelity Municipal
Income's total management fee rate and total operating expense ratio were
0.40% and 0.56%, respectively. Effective April 1, 1997, FMR has voluntarily
agreed to limit the total operating expenses of Fidelity Municipal Income
to 0.55% of average net assets (excluding interest, taxes, brokerage
commissions and extraordinary expenses).
Fidelity also reserves the right to deduct an annual maintenance fee of
$12.00 from accounts in each fund with a value of less than $2,500. Spartan
Municipal Income, Spartan AZ Income, and Spartan MD Income also impose a
redemption fee equal to 0.50% of the amount redeemed on shares held less
than 180 days. The redemption fee is payable to Spartan Municipal Income,
Spartan AZ Income, and Spartan MD Income to help offset the costs
associated with short-term trading. Fidelity Municipal Income does not
currently impose a redemption fee; however, the combined fund reserves the
right to adopt a redemption fee in the future if it believes it is
appropriate.
If any or all of the Reorganizations are approved, the combined fund will
retain Fidelity Municipal Income's expense structure, requiring payment of
a management fee and other operating expenses. FMR has agreed to limit the
combined fund's expense ratio to 0.53% of its average net assets through
December 31, 1999 (excluding interest, taxes, brokerage commissions and
extraordinary expenses). This expense limitation would result in a 0.02%
lower total operating expense ratio for Spartan Municipal Income, Spartan
AZ Income, and Spartan MD Income shareholders beginning on the first
business day after the Closing Date of each Reorganization through December
31, 1999. After December 31, 1999, the combined fund's expenses could
increase. If any of the proposed Reorganizations are not approved, the fund
not approving the Reorganization will maintain its current fee structure.
For more information about the funds' current fees, refer to their
Prospectuses.
Under Spartan Municipal Income's, Spartan AZ Income's, and Spartan MD
Income's all-inclusive management fee arrangements, Spartan Municipal
Income, Spartan AZ Income, and Spartan MD Income shareholders currently
have the right to vote on any expense increases over 0.55% of average net
assets. Shareholders of the combined fund would also have the right to vote
on any increases in FMR's management fee; however, because the management
fee would not be all-inclusive, shareholders would not have the right to
vote on all types of expense increases.
The following table shows the current fees and expenses of Spartan
Municipal Income, Spartan AZ Income, Spartan MD Income, and Fidelity
Municipal Income for the 12 months ended April 30, 1997, adjusted to
reflect current fees, and pro forma fees for the combined fund based on the
same period after giving effect to all three Reorganizations, including the
effect of FMR's guaranteed expense limitation to 0.53% of average net
assets through December 31, 1999 (excluding interest, taxes, brokerage
commissions, and extraordinary expenses). Attachment 2 provides expense
information for the combined fund if shareholders of each fund affected do
not approve each of the proposed Reorganizations.
ANNUAL FUND OPERATING EXPENSES
Annual fund operating expenses are paid out of each fund's assets.
Expenses are factored into each fund's share price or dividends and are not
charged directly to shareholder accounts. The following figures are based
on historical expenses, adjusted to reflect current fees, of each fund and
are calculated as a percentage of average net assets.
IF ALL THREE REORGANIZATIONS ARE APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Spartan Spartan AZ Spartan MD Fidelity Pro Forma
Municipal Income B Income B Municipal Expenses
Income In come C Combined
Fund A
Management Fees 0.55% 0.55% 0.55% 0.39% 0.3 7 %
(after reimbursement)
Other Expenses 0.00% 0.00% 0.00% 0.16 % 0 .16%
Total Fund Operating 0.55% 0.55% 0.55% 0.5 5% 0.53%
Expenses (after
reimbursement)
</TABLE>
A FMR has agreed to limit the combined fund's total operating expenses to
0.53% of its average net assets (excluding interest, taxes, brokerage
commissions and extraordinary expenses) through December 31, 1999. If this
agreement were not in effect, the management fee, other expenses ,
and total operating expenses, as a percentage of average net assets, would
be 0.39%, 0.16%, and 0.55%, respectively.
B FMR has entered into arrangements on behalf of each fund with the fund's
custodian and transfer agent whereby credits realized as a result of
uninvested cash balances are used to reduce fund expenses. Including these
reductions, the total fund operating expenses presented in the table would
have been 0.53% and 0.54%, respectively, for Spartan AZ Income and Spartan
MD Income.
C Effective April 1, 1997, FMR voluntarily agreed to reimburse the fund
to the extent that total operating expenses exceed 0.55% of the fund's
average net assets (excluding interest, taxes, brokerage commissions and
extraordinary expenses). If this agreement were not in effect, the
management fee, other expenses, and total fund operating expenses, as a
percentage of average net assets,would have been 0.39%, 0.16%, and 0.55%,
respect ively.
EXAMPLES OF EFFECT OF FUND EXPENSES
The following table illustrates the expenses on a hypothetical $1,000
investment in each fund under the current and pro forma (combined fund)
expenses calculated at the rates stated above, assuming a 5% annual return.
Attachment 2 provides examples of the effect of fund expenses for the
combined fund if shareholders of each fund do not approve the proposed
Reorganizations.
IF ALL THREE REORGANIZATIONS ARE APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
Spartan Municipal Income $ 6 $ 18 $ 31 $ 69
Spartan AZ Income $ 6 $ 18 $ 31 $ 69
Spartan MD Income $ 6 $ 18 $ 31 $ 69
Fidelity Municipal Income $ 6 $ 1 8 $ 3 1 $ 6 9
Combined Fund $ 5 $ 17 $ 30 $ 66
</TABLE>
These examples assume that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Fund
Operating Expenses remain the same in the years shown. These examples
illustrate the effect of expenses, but are not meant to suggest actual or
expected costs, which may vary. The assumed return of 5% is not a
prediction of, and does not represent, actual or expected performance of
any fund.
FORMS OF ORGANIZATION
Spartan Municipal Income, Spartan AZ Income, and Spartan MD Income are
non-diversified funds of Fidelity Union Street Trust, an open-end
management investment company organized as a Massachusetts business trust
on March 1, 1974. Fidelity Municipal Income is a diversified fund of
Fidelity Court Street Trust, an open-end management investment company
organized as a Massachusetts business trust on April 21, 1977. Both trusts
are authorized to issue an unlimited number of shares of beneficial
interest. Because Spartan Municipal Income, Spartan AZ Income, Spartan MD
Income, and Fidelity Municipal Income are series of Massachusetts business
trusts, organized under substantially similar Declarations of Trust, the
rights of the security holders of Spartan Municipal Income, Spartan AZ
Income, and Spartan MD Income under state law and the governing documents
are expected to remain unchanged after the Reorganizations. For more
information regarding shareholder rights, refer to the section of the
Funds' Statements of Additional Information called "Description of the
Trust."
INVESTMENT OBJECTIVES AND POLICIES
The funds do not all have identical investment objectives. Spartan
Municipal Income and Fidelity Municipal Income have identical investment
objectives in that they each seek a high level of current income free from
federal income tax. Spartan AZ Income differs from Fidelity Municipal
Income in that the fund seeks a high level of current income that is free
from both federal income tax and Arizona personal income tax. Spartan MD
Income differs from Fidelity Municipal Income in that the fund seeks a high
level of income that is free from both federal income tax and Maryland
state and county income taxes.
INVESTMENT POLICIES AND CHARACTERISTICS
The following summarizes the funds' investment policies and
characteristics.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Interest Rate Average Maturity Debt AMT Ability State Specific
Sensitivity as of 4/30/97 Quality Policy Investment Policy
Spartan Municipal 8-18 years 12.5 years 5% below inv. 100% none
Income grade
Spartan AZ Income 8-18 years 10.4 years 5% below inv. 100% 65% in AZ
grade state securities
Spartan MD Income 8-18 years 11.9 years 5% below inv. 100% 65% in MD state
grade and county
securities
Fidelity Municipal 8-18 years 13.1 years 5% below inv. 100% none
Income grade
</TABLE>
SPARTAN MUNICIPAL INCOME
Spartan Municipal Income and Fidelity Municipal Income have the same
policies regarding interest rate sensitivity, debt quality, and investing
in securities subject to the federal alternative minimum tax (AMT).
Although Spartan Municipal Income and Fidelity Municipal Income can invest
in securities of any maturity, FMR seeks to manage the funds so that they
generally react to changes in interest rates similar to municipal bonds
with maturities between 8 and 18 years. As of April 30, 1997, the
dollar-weighted average maturity of Spartan Municipal Income and Fidelity
Municipal Income was 12.5 years and 13.1 years, respectively.
Spartan Municipal Income and Fidelity Municipal Income normally invest in
investment-grade securities, but reserve the right to invest up to 5% of
their assets in below investment-grade securities. As of April 30, 1997,
Spartan Municipal Income held only investment-grade securities and 0.9% of
Fidelity Municipal Income's assets were invested in below investment grade
securities. Each Fund currently can invest all of its assets in securities
subject to the federal alternative minimum tax. The interest from these
investments is a tax-preference item for purposes of the federal
alternative minimum tax. As of April 30, 1997, 18.68% of Spartan Municipal
Income's and 13.45% of Fidelity Municipal Income's income dividends were
subject to the federal alternative minimum tax.
SPARTAN AZ INCOME
Spartan AZ Income and Fidelity Municipal Income have the same policies
regarding interest rate sensitivity, debt quality, and investing in
securities subject to the federal alternative minimum tax (AMT). Spartan AZ
Income, unlike Fidelity Municipal Income, has a policy of investing at
least 65% of assets in Arizona municipal securities.
Although Spartan AZ Income and Fidelity Municipal Income can invest in
securities of any maturity, FMR seeks to manage the funds so that they
generally react to changes in interest rates similar to municipal bonds
with maturities between 8 and 18 years. As of April 30, 1997, the
dollar-weighted average maturity of Spartan AZ Income and Fidelity
Municipal Income was 10.4 years and 13.1 years, respectively. Spartan AZ
Income is required to invest at least 65% of its assets in Arizona
municipal securities and has not invested in state taxable obligations.
Fidelity Municipal Income is not required to invest in Arizona municipal
securities. As of April 30, 1997, 97.69% of Spartan AZ Income's and 1.2% of
Fidelity Municipal Income's assets were invested in Arizona municipal
securities.
Spartan AZ Income and Fidelity Municipal Income normally invest in
investment-grade securities, but reserve the right to invest up to 5% of
their assets in below investment-grade securities. As of April 30, 1997,
Spartan AZ Income held only investment-grade securities and 0.9% of
Fidelity Municipal Income's assets were invested in below investment grade
securities. Each Fund currently can invest all of its assets in securities
subject to the federal alternative minimum tax. The interest from these
investments is a tax-preference item for purposes of the federal
alternative minimum tax. As of April 30, 1997, 9.44% of Spartan AZ Income's
and 13.45% of Fidelity Municipal Income's income dividends were subject to
the federal alternative minimum tax.
SPARTAN MD INCOME
Spartan MD Income and Fidelity Municipal Income have the same policies
regarding interest rate sensitivity, debt quality, and investing in
securities subject to the federal alternative minimum tax (AMT). Spartan MD
Income, unlike Fidelity Municipal Income, has a policy of investing at
least 65% of assets in Maryland municipal securities.
Although Spartan MD Income and Fidelity Municipal Income can invest in
securities of any maturity, FMR seeks to manage the funds so that they
generally react to changes in interest rates similar to municipal bonds
with maturities between 8 and 18 years. As of April 30, 1997, the
dollar-weighted average maturity of Spartan MD Income and Fidelity
Municipal Income was 11.9 years and 13.1 years, respectively. Spartan MD
Income is required to invest at least 65% of assets in Maryland municipal
securities and has not invested in state taxable obligations. Fidelity
Municipal Income is not required to invest in Maryland municipal
securities. As of April 30, 1997, 97.73% of Spartan MD Income's and 0.3% of
Fidelity Municipal Income's assets were invested in Maryland municipal
securities.
Spartan MD Income and Fidelity Municipal Income normally invest in
investment-grade securities, but reserve the right to invest up to 5% of
their assets in below investment-grade securities. As of April 30, 1997,
Spartan MD Income held only investment-grade securities and 0.9% of
Fidelity Municipal Income's assets were invested in below investment grade
securities. Each Fund currently can invest all of its assets in securities
subject to the federal alternative minimum tax. The interest from these
investments is a tax-preference item for purposes of the federal
alternative minimum tax. As of April 30, 1997, 8.15% of Spartan MD Income's
and 13.45% of Fidelity Municipal Income's income dividends were subject to
the federal alternative minimum tax.
The investment objective of each fund is fundamental and may not be
changed without the approval of a vote of at least a majority of the
outstanding voting securities of the fund. There can be no assurance that
any fund will achieve its objective. With the exception of fundamental
policies, investment policies of the funds can be changed without
shareholder approval. The differences between the funds discussed above,
except as noted, could be changed without a vote of shareholders.
PERFORMANCE COMPARISONS OF THE FUNDS
The following table compares the funds' annual total returns for the
periods indicated. Please note that total returns are based on past results
and are not an indication of future performance.
Annual Total Return (periods ended April 30)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996 1997
Spartan Municipal Income 9.94% 12.63% 1.68% 6.04% 8.32% 6.53%
Spar ta n AZ Income* n/a n/a n/a 6.96%* * 7.81% 5.57%
Spart an MD I ncome* n/a -0 .0 8%** 1.63% 5.59% 8.27% 5.60%
Fidelity Municipal Income 8.73% 11.60% 1.40% 4.58% 7.46% 6.82%
</TABLE>
* Spartan AZ Income commenced operations on October 11, 1994; Spartan MD
Income commenced operations on April 22, 1993.
** Unannualized.
The following table compares Spartan Municipal Income's, Spartan AZ
Income's, and Spartan MD Income's individual cumulative returns to Fidelity
Municipal Income's for the periods indicated. Please note that total
returns are based on past results and are not an indication of future
performance.
Cumulative Total Returns
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
(6/4/90 - 4/30/97) (10/11/94 - 4/30/97) (4/22/93 - 4/30/97)
Fidelity Municipal Income 63.25% Fidelity Municipal Income 20.01% Fidelity Municipal Income 21.72%
Spartan Municipal Income 68.50% Spartan AZ Income 21.74% Spartan MD Income 22.60%
</TABLE>
The tables above show the funds have experienced similar performance,
although Fidelity Municipal income has underperformed Spartan Municipal
Income, Spartan AZ Income, and Spartan MD Income on a cumulative basis
since each fund's commencement of operations. The differential in
performance between Spartan Municipal Income and Fidelity Municipal Income
can be attributed primarily to the funds' historical differences in
portfolio holdings resulting from the relative asset size of the funds and
their available cash flows. Spartan AZ Income's and Spartan MD Income's
performance reflect the dynamics of the individual markets in those states.
The following graphs show the value of a hypothetical $10,000 investment
in Spartan Municipal Income, Spartan AZ Income, and Spartan MD Income made
on their respective commencement of operations date. The graphs compare the
Life of Fund cumulative returns (through April 30, 1997) of Spartan
Municipal Income, Spartan AZ Income, and Spartan MD Income to the returns
of Fidelity Municipal Income over the same period, on a monthly basis.
Spartan Municipal Income Fidelity Municipal Income
00424 00037
1990/06/04 10000.00 10000.00
1990/06/30 10101.92 10059.91
1990/07/31 10285.24 10215.64
1990/08/31 10075.79 10109.38
1990/09/30 10119.55 10185.64
1990/10/31 10225.03 10321.03
1990/11/30 10464.62 10616.09
1990/12/31 10532.01 10661.76
1991/01/31 10660.17 10800.62
1991/02/28 10723.75 10868.23
1991/03/31 10777.36 10903.19
1991/04/30 10936.45 11052.37
1991/05/31 11076.10 11149.71
1991/06/30 11064.97 11150.30
1991/07/31 11217.37 11312.28
1991/08/31 11350.17 11412.22
1991/09/30 11481.89 11503.43
1991/10/31 11581.23 11611.59
1991/11/30 11590.38 11636.93
1991/12/31 11868.88 11746.77
1992/01/31 11867.99 11867.35
1992/02/29 11886.94 11891.63
1992/03/31 11910.68 11903.29
1992/04/30 12023.25 12017.10
1992/05/31 12183.74 12132.44
1992/06/30 12376.54 12300.67
1992/07/31 12745.70 12616.25
1992/08/31 12590.75 12448.33
1992/09/30 12656.28 12481.75
1992/10/31 12440.20 12273.93
1992/11/30 12722.01 12592.45
1992/12/31 12863.54 12728.81
1993/01/31 13042.72 12906.95
1993/02/28 13565.73 13381.95
1993/03/31 13438.44 13285.01
1993/04/30 13541.92 13411.38
1993/05/31 13660.40 13489.22
1993/06/30 13912.24 13687.72
1993/07/31 13954.31 13692.47
1993/08/31 14297.14 13990.00
1993/09/30 14487.71 14192.33
1993/10/31 14502.07 14207.28
1993/11/30 14370.02 14092.91
1993/12/31 14704.85 14397.59
1994/01/31 14882.11 14555.93
1994/02/28 14458.69 14185.14
1994/03/31 13687.70 13528.81
1994/04/30 13769.66 13599.10
1994/05/31 13896.58 13683.86
1994/06/30 13786.00 13606.41
1994/07/31 14065.21 13863.19
1994/08/31 14094.79 13913.55
1994/09/30 13856.95 13706.85
1994/10/31 13521.07 13420.54
1994/11/30 13179.93 13001.82
1994/12/31 13513.68 13325.08
1995/01/31 13976.67 13779.32
1995/02/28 14418.62 14178.10
1995/03/31 14591.27 14215.25
1995/04/30 14601.25 14222.36
1995/05/31 15084.31 14665.95
1995/06/30 14930.91 14440.24
1995/07/31 15060.83 14544.76
1995/08/31 15250.70 14722.87
1995/09/30 15394.26 14836.47
1995/10/31 15599.14 15049.83
1995/11/30 15877.06 15335.03
1995/12/31 16025.07 15480.95
1996/01/31 16170.34 15609.15
1996/02/29 16081.20 15544.40
1996/03/31 15872.76 15345.28
1996/04/30 15816.04 15282.83
1996/05/31 15808.26 15286.87
1996/06/30 15953.93 15467.70
1996/07/31 16118.54 15613.33
1996/08/31 16126.01 15617.30
1996/09/30 16320.74 15800.53
1996/10/31 16501.75 15986.77
1996/11/30 16808.75 16314.61
1996/12/31 16752.02 16246.42
1997/01/31 16775.26 16262.26
1997/02/28 16919.94 16403.20
1997/03/31 16715.38 16190.71
1997/04/30 16849.57 16324.80
Spartan Arizona Muni Inc Fidelity Municipal Income
00434 00037
1994/10/11 10000.00 10000.00
1994/10/31 9826.13 9865.76
1994/11/30 9649.37 9557.95
1994/12/31 9889.36 9795.59
1995/01/31 10233.16 10129.51
1995/02/28 10585.75 10422.66
1995/03/31 10677.52 10449.97
1995/04/30 10696.37 10455.20
1995/05/31 11024.64 10781.29
1995/06/30 10918.02 10615.37
1995/07/31 11020.14 10692.21
1995/08/31 11174.45 10823.14
1995/09/30 11264.01 10906.65
1995/10/31 11429.56 11063.49
1995/11/30 11615.41 11273.15
1995/12/31 11717.68 11380.42
1996/01/31 11831.79 11474.66
1996/02/29 11734.51 11427.06
1996/03/31 11574.42 11280.69
1996/04/30 11531.71 11234.78
1996/05/31 11512.45 11237.75
1996/06/30 11622.29 11370.68
1996/07/31 11711.71 11477.73
1996/08/31 11701.48 11480.65
1996/09/30 11846.45 11615.35
1996/10/31 11982.12 11752.26
1996/11/30 12185.11 11993.26
1996/12/31 12128.41 11943.13
1997/01/31 12152.58 11954.78
1997/02/28 12252.64 12058.38
1997/03/31 12081.21 11902.18
1997/04/30 12173.72 12000.75
Spartan Maryland Muni Inc Fidelity Municipal Income
00429 00037
1993/04/22 10000.00 10000.00
1993/04/30 9991.99 9999.36
1993/05/31 10077.83 10057.39
1993/06/30 10282.55 10205.39
1993/07/31 10257.09 10208.94
1993/08/31 10548.94 10430.77
1993/09/30 10696.40 10581.62
1993/10/31 10681.18 10592.77
1993/11/30 10520.63 10507.50
1993/12/31 10794.60 10734.66
1994/01/31 10945.87 10852.72
1994/02/28 10613.89 10576.27
1994/03/31 10065.61 10086.91
1994/04/30 10154.81 10139.32
1994/05/31 10235.50 10202.51
1994/06/30 10198.30 10144.77
1994/07/31 10376.51 10336.22
1994/08/31 10394.87 10373.77
1994/09/30 10206.32 10219.66
1994/10/31 9965.89 10006.19
1994/11/30 9711.91 9694.00
1994/12/31 9984.18 9935.01
1995/01/31 10301.42 10273.69
1995/02/28 10613.00 10571.01
1995/03/31 10730.02 10598.71
1995/04/30 10722.80 10604.01
1995/05/31 11075.28 10934.75
1995/06/30 10976.25 10766.46
1995/07/31 11082.43 10844.39
1995/08/31 11233.66 10977.19
1995/09/30 11338.21 11061.89
1995/10/31 11467.50 11220.96
1995/11/30 11642.06 11433.61
1995/12/31 11761.08 11542.40
1996/01/31 11868.44 11637.98
1996/02/29 11784.84 11589.71
1996/03/31 11634.41 11441.25
1996/04/30 11609.86 11394.69
1996/05/31 11598.15 11397.70
1996/06/30 11703.02 11532.53
1996/07/31 11809.43 11641.10
1996/08/31 11808.90 11644.06
1996/09/30 11939.39 11780.68
1996/10/31 12071.29 11919.54
1996/11/30 12298.82 12163.97
1996/12/31 12216.70 12113.13
1997/01/31 12241.16 12124.94
1997/02/28 12359.36 12230.02
1997/03/31 12162.94 12071.59
1997/04/30 12259.66 12171.57
COMPARISON OF OTHER POLICIES OF THE FUNDS
DIVERSIFICATION. Spartan Municipal Income, Spartan AZ Income, and Spartan
MD Income are non-diversified funds and Fidelity Municipal Income is a
diversified fund. Non-diversified funds may invest a greater portion of
their assets in securities of individual issuers than diversified funds. As
a result, changes in the market value of a single issuer can cause greater
fluctuations (both positive and negative) in share value than would occur
in a diversified fund. Generally to meet federal requirements at the end of
each quarter, Spartan Municipal Income, Spartan AZ Income, and Spartan MD
Income do not invest more than 25% of their total assets in any one issuer
and, with respect to 50% of total assets, do not invest more than 5% of
their total assets in any one issuer. Fidelity Municipal Income, with
respect to 75% of its total assets, may not purchase a security if, as a
result, more than 5% would be invested in the securities of any one issuer.
OTHER INVESTMENT POLICIES. Each fund may borrow from banks or other funds
advised by FMR, or through reverse repurchase agreements. As a matter of
fundamental policy, each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 33 1/3% of its total assets.
Each fund reserves the right to invest without limitation in short-term
instruments, to hold a substantial amount of uninvested cash, or to invest
more than normally permitted in federally or state taxable obligations, as
applicable, for temporary, defensive purposes. Each fund may also enter
into when-issued and delayed delivery transactions, invest in asset-backed
securities, variable and floating rate securities, municipal lease
obligations, securities with put features, private entity securities, and
illiquid and restricted securities. As stated above, for more information
about the risks and restrictions associated with these policies, see each
fund's Prospectus, and for a more detailed discussion of the funds'
investments, see their Statements of Additional Information, which are
incorporated herein by reference.
OPERATIONS OF FIDELITY MUNICIPAL INCOME FOLLOWING THE REORGANIZATION
FMR does not expect Fidelity Municipal Income to revise its investment
policies as a result of the Reorganizations. In addition, FMR does not
anticipate significant changes to the fund's management or to agents that
provide the fund with services. Specifically, the Trustees and officers,
the investment adviser, distributor, and other agents will continue to
serve Fidelity Municipal Income in their current capacities. David Murphy,
who is currently the Portfolio Manager of Spartan Municipal Income and
Fidelity Municipal Income, is expected to continue to be responsible for
Fidelity Municipal Income's portfolio management after the Reorganizations.
All of the current investments of Spartan Municipal Income, Spartan AZ
Income, and Spartan MD Income are permissible investments for Fidelity
Municipal Income. As explained above, however, Spartan AZ Income and
Spartan MD Income invest substantially all of their assets in their
respective state municipal securities while Fidelity Municipal Income
invests substantially all of its assets in other state obligations. If
shareholder approval of each Reorganization is received, FMR may sell
Arizona and Maryland municipal securities, as applicable, and invest up to
35% of the funds' total assets in other municipal securities in the period
between shareholder approval and the Closing Date of each
Reorg anization. The Funds will bear the transaction costs associated
with such transactions. To the extent that Spartan AZ Income or Spartan MD
Income purchase securities of other states, each fund may generate income
subject to their respective state and/or local tax. In the event of the
sale of any of the fund's assets after the Closing Date of the
Reorganization, any transaction costs associated with such adjustments will
be borne by Fidelity Municipal Income.
PURCHASES AND REDEMPTIONS
The purchase policies for all funds are identical.
Each fund's share price, or net asset value per share (NAV), is calculated
every business day. Shares of each fund are sold without a sales charge.
Shares are purchased at the next share price calculated after an investment
is received and accepted. Share price is normally calculated at 4:00 p.m.
Eastern time. Refer to each fund's Prospectus for more information
regarding how to buy shares.
The redemption policies for the funds are identical with the exception
that Fidelity Municipal Income does not have a redemption fee.
Shares of each fund may be redeemed on any business day at their NAV.
Shares of each fund are redeemed at the next share price calculated after
an order is received and accepted, normally 4:00 p.m. Eastern time. Spartan
Municipal Income, Spartan AZ Income, and Spartan MD Income each impose a
0.50% redemption fee on shares held less than 180 days that, if applicable,
is deducted from the amount redeemed.
On April 1, 1997, each of Spartan Municipal Income, Spartan AZ Income, and
Spartan MD Income closed to new accounts pending the Reorganizations. Each
of Spartan Municipal Income's, Spartan AZ Income's, and Spartan MD Income's
shareholders on or prior to that date can continue to purchase shares of
their respective fund. Shareholders may redeem shares through the Closing
Date of each Reorganization. If the Reorganizations are approved, the
purchase and redemption policies of the surviving fund will remain
unchanged. Fidelity Municipal Income does not currently impose a redemption
fee; however, the combined fund reserves the right to adopt a redemption
fee in the future if it believes it is appropriate.
EXCHANGES
The exchange privilege currently offered by each fund is the same and is
not expected to change after the Reorganizations. Shareholders of the funds
may exchange their shares for shares of any other Fidelity fund available
in a shareholder's state. Exchanges out of Spartan Municipal Income,
Spartan AZ Income, and Spartan MD Income are currently subject to a 0.50%
redemption fee on shares held less than 180 days, as described above in the
"Purchases and Redemptions" section. Fidelity Municipal Income does not
currently impose a redemption fee. If the Spartan Municipal Income, Spartan
AZ Income, or Spartan MD Income Reorganization is approved, the fund's
redemption fee will be eliminated; however, the combined fund reserves the
right to adopt a redemption fee in the future if it believes it is
appropriate.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Each fund declares income
dividends daily and pays them monthly. Spartan Municipal Income, Spartan AZ
Income, and Spartan MD Income normally distribute capital gains in October
and December. Fidelity Municipal Income normally distributes capital gains
in January and December. On or before the Closing Date, each of Spartan
Municipal Income, Spartan AZ Income, and Spartan MD Income may declare
additional dividends or other distributions in order to distribute
substantially all of its investment company taxable income and net realized
capital gain.
Unlike Spartan AZ Income and Spartan MD Income, Fidelity Municipal Income
does not concentrate its investments in any one particular state. As a
result, a substantial portion of Fidelity Municipal Income's dividends will
be subject to Arizona personal income tax or Maryland state and county
income taxes. Furthermore if Spartan AZ Income or Spartan MD Income invest
in obligations of other states after shareholder vote bu t prior to
each Reorganization, a portion of Spartan AZ Income's or Spartan MD
Income's may be subject to Arizona personal income tax or Maryland state or
local taxes.
Each of Spartan Municipal Income, Spartan AZ Income, and Spartan MD Income
will be required to recognize gain or loss on Section 1256 contracts held
by the individual fund on the last day of their taxable year which is
August 31. If the Reorganizations are approved, gains or losses on Section
1256 contracts held on the Closing Date will be recognized on the Closing
Date.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS
Each fund has received an opinion of its counsel, Kirkpatrick & Lockhart
LLP, that the Reorganizations will constitute tax-free reorganizations
within the meaning of Section 368(a)(1)(C) of the Internal Revenue Code of
1986, as amended (the Code). Accordingly, except with respect to Section
1256 contracts, no gain or loss will be recognized to the funds or their
shareholders as a result of the Reorganizations. Please see the section
entitled "Federal Income Tax Considerations" for more information.
As of December 31, 1996 Spartan Municipal Income and as of August 31, 1996
Spartan MD Income have capital loss carryforwards for federal tax purposes
of approximately $21,094,327 and $1,785,001, respectively. Under current
federal tax law, Fidelity Municipal Income may be limited to using only a
portion, if any, of its capital loss carryforwards transferred by Spartan
Municipal Income and Spartan MD Income at the time of the Reorganizations
("capital loss carryforwards"). There is no assurance that Fidelity
Municipal Income will be able to realize sufficient capital gains to use
the capital loss carryforwards before they expire. The capital loss
carryforward attributable to Spartan Municipal Income will expire between
November 30, 2001 and November 30, 2003. Of Spartan Municipal Income's loss
carryforwards expiring in 2001 and 2002, $1,122,384 and $533,266,
respectively, were acquired in a merger with Spartan Bond Strategist on
December 30, 1996. The capital loss carryforward attributable to Spartan MD
Income will expire between November 30, 2002 and November 30, 2003.
COMPARISON OF PRINCIPAL RISK FACTORS
Each fund is subject to the risks normally associated with bond funds. The
funds have similar policies and permissible investments. However, the funds
do not all have identical investment objectives.
INVESTMENT STRATEGY. Spartan Municipal Income, Spartan AZ Income, and
Spartan MD Income are able to invest a greater percentage of their assets
in the securities of individual issuers than Fidelity Municipal Income. As
a result, changes in the value of a single issuer can cause greater
fluctuations in the value of the funds' shares. The performance of Spartan
AZ Income and Spartan MD Income is greatly affected by the economic and
political conditions within their respective states. The ability of issuers
to repay their debt can be affected by many factors that impact the
economic vitality of either the particular state or a political subdivision
within the state. The performance of Spartan Municipal Income and Fidelity
Municipal Income, which invest in securities issued by numerous states, is
not closely tied to conditions within one particular state or political
subdivision of a state.
THE PROPOSED TRANSACTIONS
1. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SPARTAN
MUNICIPAL INCOME FUND AND FIDELITY MUNICIPAL INCOME FUND.
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of the
Agreement are summarized below; however, this summary is qualified in its
entirety by reference to the Agreement, a copy of which is attached as
Exhibit 1 to this Proxy Statement.
The Agreement contemplates (a) Fidelity Municipal Income acquiring as of
the Closing Date all of the assets of Spartan Municipal Income in exchange
solely for shares of Fidelity Municipal Income and the assumption by
Fidelity Municipal Income of Spartan Municipal Income's liabilities; and
(b) the distribution of shares of Fidelity Municipal Income to the
shareholders of Spartan Municipal Income as provided for in the Agreement.
The assets of Spartan Municipal Income to be acquired by Fidelity
Municipal Income include all cash, cash equivalents, securities,
receivables (including interest or dividends receivables), claims, choses
in action, and other property owned by Spartan Municipal Income, and any
deferred or prepaid expenses shown as an asset on the books of Spartan
Municipal Income on the Closing Date. Fidelity Municipal Income will assume
from Spartan Municipal Income all liabilities, debts, obligations, and
duties of Spartan Municipal Income of whatever kind or nature, whether
absolute, accrued, contingent, or otherwise, whether or not arising in the
ordinary course of business, whether or not determinable on the Closing
Date, and whether or not specifically referred to in the Agreement;
provided, however, that Spartan Municipal Income will use its best efforts,
to the extent practicable, to discharge all of its known liabilities prior
to the Closing Date, other than liabilities incurred in the ordinary course
of business. Fidelity Municipal Income also will deliver to Spartan
Municipal Income the number of full and fractional shares of Fidelity
Municipal Income having an aggregate net asset value equal to the value of
the assets of Spartan Municipal Income less the respective liabilities of
Spartan Municipal Income as of the Closing Date. Spartan Municipal Income
shall then distribute the Fidelity Municipal Income shares PRO RATA to its
shareholders.
The value of Spartan Municipal Income's assets to be acquired by Fidelity
Municipal Income and the amount of its liabilities to be assumed by
Fidelity Municipal Income will be determined as of the close of business
(4:00 p.m. Eastern time) of Spartan Municipal Income on the Closing Date,
using the valuation procedures set forth in Spartan Municipal Income's
then-current Prospectus and Statement of Additional Information. The net
asset value of a share of Fidelity Municipal Income will be determined as
of the same time using the valuation procedures set forth in its
then-current Prospectus and Statement of Additional Information.
As of the Closing Date, Spartan Municipal Income will distribute to its
shareholders of record the shares of Fidelity Municipal Income it received,
so that each Spartan Municipal Income shareholder will receive the number
of full and fractional shares of Fidelity Municipal Income equal in value
to the aggregate net asset value of shares of Spartan Municipal Income held
by such shareholder on the Closing Date; Spartan Municipal Income will be
liquidated as soon as practicable thereafter. Such distribution will be
accomplished by opening accounts on the books of Fidelity Municipal Income
in the names of the Spartan Municipal Income shareholders and by
transferring thereto shares of Fidelity Municipal Income. Each Spartan
Municipal Income shareholder's account shall be credited with the
respective PRO RATA number of full and fractional shares (rounded to the
third decimal place) of Fidelity Municipal Income due that shareholder.
Fidelity Municipal Income shall not issue certificates representing its
shares in connection with such exchange.
Accordingly, immediately after the Reorganization, each former Spartan
Municipal Income shareholder will own shares of Fidelity Municipal Income
equal to the aggregate net asset value of that shareholder's shares of
Spartan Municipal Income immediately prior to the Reorganization. The net
asset value per share of Fidelity Municipal Income will be unchanged by the
transaction. Thus, the Reorganization will not result in a dilution of any
shareholder interest.
Any transfer taxes payable upon issuance of shares of Fidelity Municipal
Income in a name other than that of the registered holder of the shares on
the books of Spartan Municipal Income as of that time shall be paid by the
person to whom such shares are to be issued as a condition of such
transfer. Any reporting responsibility of Spartan Municipal Income is and
will continue to be its responsibility up to and including the Closing Date
and such later date on which Spartan Municipal Income is liquidated.
Pursuant to its management contract with Spartan Municipal Income and its
all-inclusive management fee, FMR will bear the cost of the Reorganization,
including professional fees, expenses associated with the filing of
registration statements, and the cost of soliciting proxies for the
Meeting, which will consist principally of printing and mailing
prospectuses and proxy statements, together with the cost of any
supplementary solicitation. However, there may be some transaction costs
associated with portfolio adjustments to Spartan Municipal Income and
Fidelity Municipal Income due to the Reorganization prior to the Closing
Date which will be borne by Spartan Municipal Income and Fidelity Municipal
Income, respectively. Any transaction costs associated with portfolio
adjustments to Spartan Municipal Income and Fidelity Municipal Income due
to the Reorganization which occur after the Closing Date and any additional
merger-related costs attributable to Fidelity Municipal Income which occur
after the Closing Date will be borne by Fidelity Municipal Income. The
funds may recognize a taxable gain or loss on the disposition of securities
pursuant to these portfolio adjustments. See the section entitled "Reasons
for the Reorganization."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by a
fund. In addition, the Agreement may be amended in any mutually agreeable
manner, except that no amendment that may have a materially adverse effect
on the shareholders' interests may be made subsequent to the Meeting.
REASONS FOR THE REORGANIZATION
The Board of Trustees (the Board) of the funds have determined that the
Reorganization is in the best interests of the shareholders of both funds
and that the Reorganization will not result in a dilution of the interests
of shareholders of either fund.
In considering the Reorganization, the Board considered a number of
factors, including the following:
(1) the compatibility of the funds' investment objectives and policies;
(2) the historical performance of the funds;
(3) the relative expense ratios of the funds;
(4) the costs to be incurred by each fund as a result of the
Reorganization;
(5) the tax consequences of the Reorganization;
(6) the relative size of the funds;
(7) the elimination of duplicative funds;
(8) the impact of changes to the municipal bond product line on the funds
and their shareholders; and
(9) the benefit to FMR.
FMR recommended the Reorganization to the Board at a meeting of the Board
on April 17, 1997. In recommending the Reorganization, FMR also advised the
Board that the funds have comparable investment objectives, investment
policies, permissible investments, and service features. In particular, FMR
informed the Board that the funds differed primarily with respect to their
expense structures.
The Board also considered that former shareholders of Spartan Municipal
Income will receive shares of Fidelity Municipal Income equal to the value
of their shares of Spartan Municipal Income. In addition, the funds will
receive an opinion of counsel that, except with respect to Section 1256
contracts, the Reorganization will not result in any gain or loss for
Federal income tax purposes either to Spartan Municipal Income or Fidelity
Municipal Income or to the shareholders of either fund.
Furthermore, on April 17, 1997, the Board considered FMR's representation
to the Board that if the Reorganization is approved, it would guarantee an
expense ratio of 0.53% of average net assets for the surviving fund
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) following the Closing Date of the Reorganization through December
31, 1999, resulting in an immediate savings of 0.02% to shareholders of
both Spartan Municipal Income and Fidelity Municipal Income. FMR informed
the Board that it would pay all of Spartan Municipal Income's expenses
associated with the Reorganization, including professional fees and the
costs of proxy solicitation. Previously, FMR had informed the Board that
effective April 1, 1997, it would voluntarily agree to limit Fidelity
Municipal Income's total operating expenses to 0.55% of average net assets.
The Board was informed that any expenses associated with the
Reorganization, including professional fees and the costs of proxy
solicitation, directly attributable to Fidelity Municipal Income would be
borne by Fidelity Municipal Income, provided they do not exceed the fund's
0.55% expense cap.
Finally, the Board considered the proposed Reorganization in the context
of a general goal of reducing the number of duplicative funds managed by
FMR. While the reduction of duplicative funds and funds with lower assets
potentially would benefit FMR, it also should benefit shareholders by
facilitating increased operational efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
Fidelity Court Street Trust (the trust) is registered with the Securities
and Exchange Commission (the Commission) as an open-end management
investment company. The trust's Trustees are authorized to issue an
unlimited number of shares of beneficial interest of separate series.
Fidelity Municipal Income is one of four funds of the trust. Each share of
Fidelity Municipal Income represents an equal proportionate interest with
each other share of the fund, and each such share of Fidelity Municipal
Income is entitled to equal voting, dividend, liquidation, and redemption
rights. Each shareholder of the fund is entitled to one vote for each
dollar value of net asset value of the fund that shareholder owns. Shares
of Fidelity Municipal Income have no preemptive or conversion rights. The
voting and dividend rights, the right of redemption, and the privilege of
exchange are described in the fund's Prospectus. Shares are fully paid and
nonassessable, except as set forth in the fund's Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office have
been elected by shareholders, at which time the Trustees then in office
will call a shareholder meeting for the election of Trustees. Under the
1940 Act, shareholders of record of at least two-thirds of the outstanding
shares of an investment company may remove a Trustee by votes cast in
person or by proxy at a meeting called for that purpose. The Trustees are
required to call a meeting of shareholders for the purpose of voting upon
the question of removal of any Trustee when requested in writing to do so
by the shareholders of record holding at least 10% of the trust's
outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Spartan Municipal Income's assets for Fidelity Municipal
Income's shares and the assumption of the liabilities of Spartan Municipal
Income by Fidelity Municipal Income is intended to qualify for federal
income tax purposes as a tax-free reorganization under the Code. With
respect to the Reorganization, the participating funds have received an
opinion from Kirkpatrick & Lockhart LLP, counsel to Spartan Municipal
Income and Fidelity Municipal Income, substantially to the effect that:
(i) The acquisition by Fidelity Municipal Income of all of the assets of
Spartan Municipal Income solely in exchange for Fidelity Municipal Income
shares and the assumption by Fidelity Municipal Income of Spartan Municipal
Income's liabilities, followed by the distribution by Spartan Municipal
Income of Fidelity Municipal Income shares to the shareholders of Spartan
Municipal Income pursuant to the liquidation of Spartan Municipal Income
and constructively in exchange for their Spartan Municipal Income shares,
will constitute a reorganization within the meaning of section 368(a)(1)(C)
of the Code, and Spartan Municipal Income and Fidelity Municipal Income
will each be "a party to a reorganization" within the meaning of section
368(b) of the Code;
(ii) No gain or loss will be recognized by Spartan Municipal Income upon
the transfer of all of its assets to Fidelity Municipal Income in exchange
solely for Fidelity Municipal Income shares and Fidelity Municipal Income's
assumption of Spartan Municipal Income's liabilities, followed by Spartan
Municipal Income's subsequent distribution of those shares to shareholders
in liquidation of Spartan Municipal Income;
(iii) No gain or loss will be recognized by Fidelity Municipal Income upon
the receipt of the assets of Spartan Municipal Income in exchange solely
for Fidelity Municipal Income shares and its assumption of Spartan
Municipal Income's liabilities;
(iv) The shareholders of Spartan Municipal Income will recognize no gain
or loss upon the exchange of their Spartan Municipal Income shares solely
for Fidelity Municipal Income shares;
(v) The basis of Spartan Municipal Income's assets in the hands of
Fidelity Municipal Income will be the same as the basis of those assets in
the hands of Spartan Municipal Income immediately prior to the
Reorganization, and the holding period of those assets in the hands of
Fidelity Municipal Income will include the holding period of those assets
in the hands of Spartan Municipal Income;
(vi) The basis of Spartan Municipal Income shareholders in Fidelity
Municipal Income shares will be the same as their basis in Spartan
Municipal Income shares to be surrendered in exchange therefor; and
(vii) The holding period of the Fidelity Municipal Income shares to be
received by the Spartan Municipal Income shareholders will include the
period during which the Spartan Municipal Income shares to be surrendered
in exchange therefor were held, provided such Spartan Municipal Income
shares were held as capital assets by those shareholders on the date of the
Reorganization.
Shareholders of Spartan Municipal Income should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light of
their individual circumstances. Because the foregoing discussion only
relates to the federal income tax consequences of the Reorganization, those
shareholders also should consult their tax advisers as to state and local
tax consequences, if any, of the Reorganization.
CAPITALIZATION
The following table shows the capitalization of the funds as of November
30, 1996 and on a pro forma combined basis (unaudited) as of that date
giving effect to the Reorganization.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Net Assets Net Asset Value Per Share Shares Outstanding
Spartan Municipal Income $ 570,631,813 $ 10.52 54,226,675
Fidelity Municipal Income $ 1,837,366,606 $ 12.43 147,826,114
Pro Forma Combined Fund $ 2,407,998,419 $ 12.43 193,733,742
</TABLE>
CONCLUSION
The Agreement and Plan of Reorganization and the transactions provided for
therein were approved by the Board at a meeting held on April 17, 1997. The
Boards of Trustees of Fidelity Union Street Trust and Fidelity Court Street
Trust determined that the proposed Reorganization is in the best interests
of shareholders of each fund and that the interests of existing
shareholders of Spartan Municipal Income and Fidelity Municipal Income
would not be diluted as a result of the Reorganization. In the event that
the Reorganization is not consummated, Spartan Municipal Income will
continue to engage in business as a fund of a registered investment company
and the Board of Fidelity Union Street Trust will consider other proposals
for the reorganization or liquidation of the fund.
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SPARTAN
ARIZONA MUNICIPAL INCOME FUND AND FIDELITY MUNICIPAL INCOME FUND.
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of the
Agreement are summarized below; however, this summary is qualified in its
entirety by reference to the Agreement, a copy of which is attached as
Exhibit 2 to this Proxy Statement.
The Agreement contemplates (a) Fidelity Municipal Income acquiring as of
the Closing Date all of the assets of Spartan AZ Income in exchange solely
for shares of Fidelity Municipal Income and the assumption by Fidelity
Municipal Income of Spartan AZ Income's liabilities; and (b) the
distribution of shares of Fidelity Municipal Income to the shareholders of
Spartan AZ Income as provided for in the Agreement.
The assets of Spartan AZ Income to be acquired by Fidelity Municipal
Income include all cash, cash equivalents, securities, receivables
(including interest or dividends receivables), claims, choses in action,
and other property owned by Spartan AZ Income, and any deferred or prepaid
expenses shown as an asset on the books of Spartan AZ Income on the Closing
Date. Fidelity Municipal Income will assume from Spartan AZ Income all
liabilities, debts, obligations, and duties of Spartan AZ Income of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in the Agreement; provided, however, that Spartan
AZ Income will use its best efforts, to the extent practicable, to
discharge all of its known liabilities prior to the Closing Date, other
than liabilities incurred in the ordinary course of business. Fidelity
Municipal Income also will deliver to Spartan AZ Income the number of full
and fractional shares of Fidelity Municipal Income having an aggregate net
asset value equal to the value of the assets of Spartan AZ Income less the
respective liabilities of Spartan AZ Income as of the Closing Date. Spartan
AZ Income shall then distribute the Fidelity Municipal Income shares PRO
RATA to its shareholders.
The value of Spartan AZ Income's assets to be acquired by Fidelity
Municipal Income and the amount of its liabilities to be assumed by
Fidelity Municipal Income will be determined as of the close of business
(4:00 p.m. Eastern time) of Spartan AZ Income on the Closing Date, using
the valuation procedures set forth in Spartan AZ Income's then-current
Prospectus and Statement of Additional Information. The net asset value of
a share of Fidelity Municipal Income will be determined as of the same time
using the valuation procedures set forth in its then-current Prospectus and
Statement of Additional Information.
As of the Closing Date, Spartan AZ Income will distribute to its
shareholders of record the shares of Fidelity Municipal Income it received,
so that each Spartan AZ Income shareholder will receive the number of full
and fractional shares of Fidelity Municipal Income equal in value to the
aggregate net asset value of shares of Spartan AZ Income held by such
shareholder on the Closing Date; Spartan AZ Income will be liquidated as
soon as practicable thereafter. Such distribution will be accomplished by
opening accounts on the books of Fidelity Municipal Income in the names of
the Spartan AZ Income shareholders and by transferring thereto shares of
Fidelity Municipal Income. Each Spartan AZ Income shareholder's account
shall be credited with the respective PRO RATA number of full and
fractional shares (rounded to the third decimal place) of Fidelity
Municipal Income due that shareholder. Fidelity Municipal Income shall not
issue certificates representing its shares in connection with such
exchange.
Accordingly, immediately after the Reorganization, each former Spartan AZ
Income shareholder will own shares of Fidelity Municipal Income equal to
the aggregate net asset value of that shareholder's shares of Spartan AZ
Income immediately prior to the Reorganization. The net asset value per
share of Fidelity Municipal Income will be unchanged by the transaction.
Thus, the Reorganization will not result in a dilution of any shareholder
interest.
Any transfer taxes payable upon issuance of shares of Fidelity Municipal
Income in a name other than that of the registered holder of the shares on
the books of Spartan AZ Income as of that time shall be paid by the person
to whom such shares are to be issued as a condition of such transfer. Any
reporting responsibility of Spartan AZ Income is and will continue to be
its responsibility up to and including the Closing Date and such later date
on which Spartan AZ Income is liquidated.
Pursuant to its management contract with Spartan AZ Income and its
all-inclusive management fee, FMR will bear the cost of the Reorganization,
including professional fees, expenses associated with the filing of
registration statements, and the cost of soliciting proxies for the
Meeting, which will consist principally of printing and mailing
prospectuses and proxy statements, together with the cost of any
supplementary solicitation. However, there may be some transaction costs
associated with portfolio adjustments to Spartan AZ Income and Fidelity
Municipal Income due to the Reorganization prior to the Closing Date which
will be borne by Spartan AZ Income and Fidelity Municipal Income,
respectively. Any transaction costs associated with portfolio adjustments
to Spartan AZ Income and Fidelity Municipal Income due to the
Reorganization which occur after the Closing Date and any additional
merger-related costs attributable to Fidelity Municipal Income which occur
after the Closing Date will be borne by Fidelity Municipal Income. The
funds may recognize a taxable gain or loss on the disposition of securities
pursuant to these portfolio adjustments. See the section entitled "Reasons
for the Reorganization."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by a
fund. In addition, the Agreement may be amended in any mutually agreeable
manner, except that no amendment that may have a materially adverse effect
on the shareholders' interests may be made subsequent to the Meeting.
REASONS FOR THE REORGANIZATION
The Board of Trustees (the Board) of the funds have determined that the
Reorganization is in the best interests of the shareholders of both funds
and that the Reorganization will not result in a dilution of the interests
of shareholders of either Fund.
In considering the Reorganization, the Board considered a number of
factors, including the following:
(1) the compatibility of the funds' investment objectives and policies;
(2) the historical performance of the funds;
(3) the relative expense ratios of the funds;
(4) the costs to be incurred by each fund as a result of the
Reorganization;
(5) the tax consequences of the Reorganization;
(6) the relative size of the funds;
(7) the impact of changes to the municipal bond product line on the funds
and their shareholders; and
(8) the benefit to FMR.
FMR recommended the Reorganization to the Board at a meeting of the Board
on April 17, 1997. In recommending the Reorganization, FMR also advised the
Board that the funds have similar investment policies, permissible
investments, and identical service features In particular, FMR informed the
Board that the funds differed primarily with respect to their investment
objectives and expense structures. In addition, the Board was advised that
to the extent that Spartan AZ Income, or the combined fund following the
Reorganization, invests in securities outside of Arizona, income from such
investments may be subject to state income tax.
The Board also considered that former shareholders of Spartan AZ Income
will receive shares of Fidelity Municipal Income equal to the value of
their shares of Spartan AZ Income. In addition, the funds will receive an
opinion of counsel that, except with respect to Section 1256 contracts, the
Reorganization will not result in any gain or loss for Federal income tax
purposes either to Spartan AZ Income or Fidelity Municipal Income or to the
shareholders of either fund.
Furthermore, on April 17, 1997, the Board considered FMR's representation
to the Board that if the Reorganization is approved, it would guarantee an
expense ratio of 0.53% of average net assets for the surviving fund
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) following the Closing Date of the Reorganization through December
31, 1999, resulting in an immediate savings of 0.02% to shareholders of
both Spartan AZ Income and Fidelity Municipal Income. FMR informed the
Board that it would pay all of Spartan AZ Income's expenses associated with
the Reorganization, including professional fees and the costs of proxy
solicitation. Previously, FMR had informed the Board that effective April
1, 1997, it would voluntarily agree to limit Fidelity Municipal Income's
total operating expenses to 0.55% of average net assets. The Board was
informed that any expenses associated with the Reorganization, including
professional fees and the costs of proxy solicitation, directly
attributable to Fidelity Municipal Income would be borne by Fidelity
Municipal Income, provided they do not exceed the fund's 0.55% expense cap.
Finally, the Board considered the proposed Reorganization in the context
of a general goal of reducing the number of small funds managed by FMR.
While the reduction of funds with lower assets potentially would benefit
FMR, it also should benefit shareholders by facilitating increased
operational efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
Fidelity Court Street Trust (the trust) is registered with the Securities
and Exchange Commission (the Commission) as an open-end management
investment company. The trust's Trustees are authorized to issue an
unlimited number of shares of beneficial interest of separate series.
Fidelity Municipal Income is one of four funds of the trust. Each share of
Fidelity Municipal Income represents an equal proportionate interest with
each other share of the fund, and each such share of Fidelity Municipal
Income is entitled to equal voting, dividend, liquidation, and redemption
rights. Each shareholder of the fund is entitled to one vote for each
dollar value of net asset value of the fund that shareholder owns. Shares
of Fidelity Municipal Income have no preemptive or conversion rights. The
voting and dividend rights, the right of redemption, and the privilege of
exchange are described in the fund's Prospectus. Shares are fully paid and
nonassessable, except as set forth in the fund's Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office have
been elected by shareholders, at which time the Trustees then in office
will call a shareholder meeting for the election of Trustees. Under the
1940 Act, shareholders of record of at least two-thirds of the outstanding
shares of an investment company may remove a Trustee by votes cast in
person or by proxy at a meeting called for that purpose. The Trustees are
required to call a meeting of shareholders for the purpose of voting upon
the question of removal of any Trustee when requested in writing to do so
by the shareholders of record holding at least 10% of the trust's
outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Spartan AZ Income's assets for Fidelity Municipal Income's
shares and the assumption of the liabilities of Spartan AZ Income by
Fidelity Municipal Income is intended to qualify for federal income tax
purposes as a tax-free reorganization under the Code. With respect to the
Reorganization, the participating funds have received an opinion from
Kirkpatrick & Lockhart LLP, counsel to Spartan AZ Income and Fidelity
Municipal Income, substantially to the effect that:
(i) The acquisition by Fidelity Municipal Income of all of the assets of
Spartan AZ Income solely in exchange for Fidelity Municipal Income shares
and the assumption by Fidelity Municipal Income of Spartan AZ Income's
liabilities, followed by the distribution by Spartan AZ Income of Fidelity
Municipal Income shares to the shareholders of Spartan AZ Income pursuant
to the liquidation of Spartan AZ Income and constructively in exchange for
their Spartan AZ Income shares, will constitute a reorganization within the
meaning of section 368(a)(1)(C) of the Code, and Spartan AZ Income and
Fidelity Municipal Income will each be "a party to a reorganization" within
the meaning of section 368(b) of the Code;
(ii) No gain or loss will be recognized by Spartan AZ Income upon the
transfer of all of its assets to Fidelity Municipal Income in exchange
solely for Fidelity Municipal Income shares and Fidelity Municipal Income's
assumption of Spartan AZ Income 's liabilities, followed by Spartan AZ
Income 's subsequent distribution of those shares to shareholders in
liquidation of Spartan AZ Income ;
(iii) No gain or loss will be recognized by Fidelity Municipal Income upon
the receipt of the assets of Spartan AZ Income in exchange solely for
Fidelity Municipal Income shares and its assumption of Spartan AZ Income 's
liabilities;
(iv) The shareholders of Spartan AZ Income will recognize no gain or loss
upon the exchange of their Spartan AZ Income shares solely for Fidelity
Municipal Income shares;
(v) The basis of Spartan AZ Income's assets in the hands of Fidelity
Municipal Income will be the same as the basis of those assets in the hands
of Spartan AZ Income immediately prior to the Reorganization, and the
holding period of those assets in the hands of Fidelity Municipal Income
will include the holding period of those assets in the hands of Spartan AZ
Income;
(vi) The basis of Spartan AZ Income shareholders in Fidelity Municipal
Income shares will be the same as their basis in Spartan AZ Income shares
to be surrendered in exchange therefor; and
(vii) The holding period of the Fidelity Municipal Income shares to be
received by the Spartan AZ Income shareholders will include the period
during which the Spartan AZ Income shares to be surrendered in exchange
therefor were held, provided such Spartan AZ Income shares were held as
capital assets by those shareholders on the date of the Reorganization.
Shareholders of Spartan AZ Income should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light of
their individual circumstances. Because the foregoing discussion only
relates to the federal income tax consequences of the Reorganization, those
shareholders also should consult their tax advisers as to state and local
tax consequences, if any, of the Reorganization.
CAPITALIZATION
The following table shows the capitalization of the funds as of November
30, 1996 and on a pro forma combined basis (unaudited) as of that date
giving effect to the Reorganization.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Net Assets Net Asset Value Per Share Shares Outstanding
Spartan AZ Income $ 21,527,980 $ 10.72 2,007,970
Fidelity Municipal Income $ 1,837,366,606 $ 12.43 147,826,114
Pro Forma Combined Fund $ 1,858,894,586 $ 12.43 149,558,051
</TABLE>
CONCLUSION
The Agreement and Plan of Reorganization and the transactions provided for
therein were approved by the Board at a meeting held on April 17, 1997. The
Boards of Trustees of Fidelity Union Street Trust and Fidelity Court Street
Trust determined that the proposed Reorganization is in the best interests
of shareholders of each fund and that the interests of existing
shareholders of Spartan AZ Income and Fidelity Municipal Income would not
be diluted as a result of the Reorganization. In the event that the
Reorganization is not consummated, Spartan AZ Income will continue to
engage in business as a fund of a registered investment company and the
Board of Fidelity Union Street Trust will consider other proposals for the
reorganization or liquidation of the fund.
3. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN SPARTAN
MARYLAND MUNICIPAL INCOME FUND AND FIDELITY MUNICIPAL INCOME FUND.
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of the
Agreement are summarized below; however, this summary is qualified in its
entirety by reference to the Agreement, a copy of which is attached as
Exhibit 3 to this Proxy Statement.
The Agreement contemplates (a) Fidelity Municipal Income acquiring as of
the Closing Date all of the assets of Spartan MD Income in exchange solely
for shares of Fidelity Municipal Income and the assumption by Fidelity
Municipal Income of Spartan MD Income's liabilities; and (b) the
distribution of shares of Fidelity Municipal Income to the shareholders of
Spartan MD Income as provided for in the Agreement.
The assets of Spartan MD Income to be acquired by Fidelity Municipal
Income include all cash, cash equivalents, securities, receivables
(including interest or dividends receivables), claims, choses in action,
and other property owned by Spartan MD Income, and any deferred or prepaid
expenses shown as an asset on the books of Spartan MD Income on the Closing
Date. Fidelity Municipal Income will assume from Spartan MD Income all
liabilities, debts, obligations, and duties of Spartan MD Income of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in the Agreement; provided, however, that Spartan
MD Income will use its best efforts, to the extent practicable, to
discharge all of its known liabilities prior to the Closing Date, other
than liabilities incurred in the ordinary course of business. Fidelity
Municipal Income also will deliver to Spartan MD Income the number of full
and fractional shares of Fidelity Municipal Income having an aggregate net
asset value equal to the value of the assets of Spartan MD Income less the
respective liabilities of Spartan MD Income as of the Closing Date. Spartan
MD Income shall then distribute the Fidelity Municipal Income shares PRO
RATA to its shareholders.
The value of Spartan MD Income's assets to be acquired by Fidelity
Municipal Income and the amount of its liabilities to be assumed by
Fidelity Municipal Income will be determined as of the close of business
(4:00 p.m. Eastern time) of Spartan MD Income on the Closing Date, using
the valuation procedures set forth in Spartan MD Income's then-current
Prospectus and Statement of Additional Information. The net asset value of
a share of Fidelity Municipal Income will be determined as of the same time
using the valuation procedures set forth in its then-current Prospectus and
Statement of Additional Information.
As of the Closing Date, Spartan MD Income will distribute to its
shareholders of record the shares of Fidelity Municipal Income it received,
so that each Spartan MD Income shareholder will receive the number of full
and fractional shares of Fidelity Municipal Income equal in value to the
aggregate net asset value of shares of Spartan MD Income held by such
shareholder on the Closing Date; Spartan MD Income will be liquidated as
soon as practicable thereafter. Such distribution will be accomplished by
opening accounts on the books of Fidelity Municipal Income in the names of
the Spartan MD Income shareholders and by transferring thereto shares of
Fidelity Municipal Income. Each Spartan MD Income shareholder's account
shall be credited with the respective PRO RATA number of full and
fractional shares (rounded to the third decimal place) of Fidelity
Municipal Income due that shareholder. Fidelity Municipal Income shall not
issue certificates representing its shares in connection with such
exchange.
Accordingly, immediately after the Reorganization, each former Spartan MD
Income shareholder will own shares of Fidelity Municipal Income equal to
the aggregate net asset value of that shareholder's shares of Spartan MD
Income immediately prior to the Reorganization. The net asset value per
share of Fidelity Municipal Income will be unchanged by the transaction.
Thus, the Reorganization will not result in a dilution of any shareholder
interest.
Any transfer taxes payable upon issuance of shares of Fidelity Municipal
Income in a name other than that of the registered holder of the shares on
the books of Spartan MD Income as of that time shall be paid by the person
to whom such shares are to be issued as a condition of such transfer. Any
reporting responsibility of Spartan MD Income is and will continue to be
its responsibility up to and including the Closing Date and such later date
on which Spartan MD Income is liquidated.
Pursuant to its management contract with Spartan MD Income and its
all-inclusive management fee, FMR will bear the cost of the Reorganization,
including professional fees, expenses associated with the filing of
registration statements, and the cost of soliciting proxies for the
Meeting, which will consist principally of printing and mailing
prospectuses and proxy statements, together with the cost of any
supplementary solicitation. However, there may be some transaction costs
associated with portfolio adjustments to Spartan MD Income and Fidelity
Municipal Income due to the Reorganization prior to the Closing Date which
will be borne by Spartan MD Income and Fidelity Municipal Income,
respectively. Any transaction costs associated with portfolio adjustments
to Spartan MD Income and Fidelity Municipal Income due to the the
Reorganization which occur after the Closing Date and any additional
merger-related costs attributable to Fidelity Municipal Income which occur
after the Closing Date will be borne by Fidelity Municipal Income. The
funds may recognize a taxable gain or loss on the disposition of securities
pursuant to these portfolio adjustments. See the section entitled "Reasons
for the Reorganization."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by a
fund. In addition, the Agreement may be amended in any mutually agreeable
manner, except that no amendment that may have a materially adverse effect
on the shareholders' interests may be made subsequent to the Meeting.
REASONS FOR THE REORGANIZATION
The Board of Trustees (the Board) of the funds have determined that the
Reorganization is in the best interests of the shareholders of both funds
and that the Reorganization will not result in a dilution of the interests
of shareholders of either fund.
In considering the Reorganization, the Board considered a number of
factors, including the following:
(1) the compatibility of the funds' investment objectives and policies;
(2) the historical performance of the funds;
(3) the relative expense ratios of the funds;
(4) the costs to be incurred by each fund as a result of the
Reorganization;
(5) the tax consequences of the Reorganization;
(6) the relative size of the funds;
(7) the impact of changes to the municipal bond product line on the funds
and their shareholders; and
(8) the benefit to FMR.
FMR recommended the Reorganization to the Board at a meeting of the Board
on April 17, 1997. In recommending the Reorganization, FMR also advised the
Board that the funds have similar investment policies, permissible
investments, and identical service features. In particular, FMR informed
the Board that the funds differed primarily with respect to their
investment objectives and expense structures. In addition, the Board was
advised that to the extent that Spartan MD Income, or the combined fund
following the Reorganization, invests in securities outside of Maryland,
income from such investments may be subject to state and county income tax.
The Board also considered that former shareholders of Spartan MD Income
will receive shares of Fidelity Municipal Income equal to the value of
their shares of Spartan MD Income. In addition, the funds will receive an
opinion of counsel that, except with respect to Section 1256 contracts, the
Reorganization will not result in any gain or loss for Federal income tax
purposes either to Spartan MD Income or Fidelity Municipal Income or to the
shareholders of either fund.
Furthermore, on April 17, 1997, the Board considered FMR's representation
to the Board that if the Reorganization is approved, it would guarantee an
expense ratio of 0.53% of average net assets for the surviving fund
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) following the Closing Date of the Reorganization through December
31, 1999, resulting in an immediate savings of 0.02% to shareholders of
both Spartan MD Income and Fidelity Municipal Income. FMR informed the
Board that it would pay all of Spartan MD Income's expenses associated with
the Reorganization, including professional fees and the costs of proxy
solicitation. Previously, FMR had informed the Board that effective April
1, 1997, it would voluntarily agree to limit Fidelity Municipal Income's
total operating expenses to 0.55% of average net assets. The Board was
informed that any expenses associated with the Reorganization, including
professional fees and the costs of proxy solicitation, directly
attributable to Fidelity Municipal Income would be borne by Fidelity
Municipal Income, provided they do not exceed the fund's 0.55% expense cap.
Finally, the Board considered the proposed Reorganization in the context
of a general goal of reducing the number of small funds managed by FMR.
While the reduction of funds with lower assets potentially would benefit
FMR, it also should benefit shareholders by facilitating increased
operational efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
Fidelity Court Street Trust (the trust) is registered with the Securities
and Exchange Commission (the Commission) as an open-end management
investment company. The trust's Trustees are authorized to issue an
unlimited number of shares of beneficial interest of separate series.
Fidelity Municipal Income is one of four funds of the trust. Each share of
Fidelity Municipal Income represents an equal proportionate interest with
each other share of the fund, and each such share of Fidelity Municipal
Income is entitled to equal voting, dividend, liquidation, and redemption
rights. Each shareholder of the fund is entitled to one vote for each
dollar value of net asset value of the fund that shareholder owns. Shares
of Fidelity Municipal Income have no preemptive or conversion rights. The
voting and dividend rights, the right of redemption, and the privilege of
exchange are described in the fund's Prospectus. Shares are fully paid and
nonassessable, except as set forth in the fund's Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office have
been elected by shareholders, at which time the Trustees then in office
will call a shareholder meeting for the election of Trustees. Under the
1940 Act, shareholders of record of at least two-thirds of the outstanding
shares of an investment company may remove a Trustee by votes cast in
person or by proxy at a meeting called for that purpose. The Trustees are
required to call a meeting of shareholders for the purpose of voting upon
the question of removal of any Trustee when requested in writing to do so
by the shareholders of record holding at least 10% of the trust's
outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Spartan MD Income's assets for Fidelity Municipal Income's
shares and the assumption of the liabilities of Spartan MD Income by
Fidelity Municipal Income is intended to qualify for federal income tax
purposes as a tax-free reorganization under the Code. With respect to the
Reorganization, the participating funds have received an opinion from
Kirkpatrick & Lockhart LLP, counsel to Spartan MD Income and Fidelity
Municipal Income, substantially to the effect that:
(i) The acquisition by Fidelity Municipal Income of all of the assets of
Spartan MD Income solely in exchange for Fidelity Municipal Income shares
and the assumption by Fidelity Municipal Income of Spartan MD Income's
liabilities, followed by the distribution by Spartan MD Income of Fidelity
Municipal Income shares to the shareholders of Spartan MD Income pursuant
to the liquidation of Spartan MD Income and constructively in exchange for
their Spartan MD Income shares, will constitute a reorganization within the
meaning of section 368(a)(1)(C) of the Code, and Spartan MD Income and
Fidelity Municipal Income will each be "a party to a reorganization" within
the meaning of section 368(b) of the Code;
(ii) No gain or loss will be recognized by Spartan MD Income upon the
transfer of all of its assets to Fidelity Municipal Income in exchange
solely for Fidelity Municipal Income shares and Fidelity Municipal Income's
assumption of Spartan MD Income's liabilities, followed by Spartan MD
Income's subsequent distribution of those shares to shareholders in
liquidation of Spartan MD Income;
(iii) No gain or loss will be recognized by Fidelity Municipal Income upon
the receipt of the assets of Spartan MD Income in exchange solely for
Fidelity Municipal Income shares and its assumption of Spartan MD Income's
liabilities;
(iv) The shareholders of Spartan MD Income will recognize no gain or loss
upon the exchange of their Spartan MD Income shares solely for Fidelity
Municipal Income shares;
(v) The basis of Spartan MD Income's assets in the hands of Fidelity
Municipal Income will be the same as the basis of those assets in the hands
of Spartan MD Income immediately prior to the Reorganization, and the
holding period of those assets in the hands of Fidelity Municipal Income
will include the holding period of those assets in the hands of Spartan MD
Income;
(vi) The basis of Spartan MD Income shareholders in Fidelity Municipal
Income shares will be the same as their basis in Spartan MD Income shares
to be surrendered in exchange therefor; and
(vii) The holding period of the Fidelity Municipal Income shares to be
received by the Spartan MD Income shareholders will include the period
during which the Spartan MD Income shares to be surrendered in exchange
therefor were held, provided such Spartan MD Income shares were held as
capital assets by those shareholders on the date of the Reorganization.
Shareholders of Spartan MD Income should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light of
their individual circumstances. Because the foregoing discussion only
relates to the federal income tax consequences of the Reorganization, those
shareholders also should consult their tax advisers as to state and local
tax consequences, if any, of the Reorganization.
CAPITALIZATION
The following table shows the capitalization of the funds as of November
30, 1996 and on a pro forma combined basis (unaudited) as of that date
giving effect to the Reorganizations.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Net Assets Net Asset Value Per Share Shares Outstanding
Spartan MD Income $ 46,237,450 $ 10.14 4,561,783
Fidelity Municipal Income $ 1,837,366,606 $ 12.43 147,826,114
Pro Forma Combined Fund $ 1,883,604,056 $ 12.43 151,545,941
</TABLE>
CONCLUSION
The Agreement and Plan of Reorganization and the transactions provided for
therein were approved by the Board at a meeting held on April 17, 1997. The
Boards of Trustees of Fidelity Union Street Trust and Fidelity Court Street
Trust determined that the proposed Reorganization is in the best interests
of shareholders of each fund and that the interests of existing
shareholders of Spartan MD Income and Fidelity Municipal Income would not
be diluted as a result of the Reorganization. In the event that the
Reorganization is not consummated, Spartan MD Income will continue to
engage in business as a fund of a registered investment company and the
Board of Fidelity Union Street Trust will consider other proposals for the
reorganization or liquidation of the fund.
COMBINED CAPITALIZATION
The following table shows the capitalization of the funds as of November
30, 1996 and on a pro forma combined basis (unaudited) as of that date
giving effect to all three Reorganizations.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Net Assets Net Asset Value Per Share Shares Outstanding
Spartan Municipal Income $ 570,631,813 $ 10.52 54,226,675
Spartan AZ Income $ 21,527,980 $ 10.72 2,007,970
Spartan MD Income $ 46,237,450 $ 10.14 4,561,783
Fidelity Municipal Income $ 1,837,366,606 $ 12.43 147,826,114
Pro Forma Combined Fund $ 2,475,763,849 $ 12.43 199,185,506
</TABLE>
ADDITIONAL INFORMATION ABOUT FIDELITY MUNICIPAL INCOME FUND
Fidelity Municipal Income's Prospectus (dated February 28, 1997 and
supplemented April 1, 1997) is enclosed with this Proxy Statement and is
incorporated herein by reference. The Prospectus contains additional
information about the fund including its investment objective and policies,
investment adviser, advisory fees and expenses, organization, and
procedures for purchasing and redeeming shares. The Prospectus also
contains Fidelity Municipal Income's financial highlights for the fiscal
year ended November 30, 1996, as shown below:
FINANCIAL HIGHLIGHTS
Fidelity Municipal Income
SELECTED PER-SHARE DATA
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Years ended
November 30 1996 1995 1994A 1993 1992 1991 1990 1989 1988 1987
Net asset value,
beginning of $ 12.300 $ 11.040 $ 13.230 $ 12.720 $ 12.690 $ 12.610 $ 12.800 $ 12.210 $ 11.750 $ 13.770
period
Income from
Investment .6 48 .677 .755 .764 .811 .845 .857 .893 .901 .936
Operations
Net interest income
Net realized and
unrealized .109 1.260 (1.690) .700 .190 .310 .200 .600 .460 (1.500)
gain (loss)
Total from
investment .757 1.937 (.935) 1.464 1.001 1.155 1.057 1.493 1.361 (.564)
operations
Less Distributions (.623) (.677) (.755) (.764) (.811) (.845) (.857) (.893) (.901) (.936)
From net interest income
From net realized
gain (.004) -- (.500) (.190) (.160) (.230) (.390) (.010) -- (.520)
Total
distributions (.627) (.677) (1.255) (.954) (.971) (1.075) (1.247) (.903) (.901) (1.456)
Net asset value,
end of $ 12.430 $ 12.300 $ 11.040 $ 13.230 $ 12.720 $ 12.690 $ 12.610 $ 12.800 $ 12.210 $ 11.750
period
Total return 6.39% 17.95% (7.74)% 11.92% 8.21% 9.62% 8.91% 12.60% 11.93% (4.45)%
</TABLE>
RATIOS AND SUPPLEMENTAL DATA
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets, end of period $ 1,837 $ 1,801 $ 1,693 $ 2,128 $ 2,075 $ 1,997 $ 1,784 $ 1,738 $ 1,574 $ 1,610
(In millions)
Ratio of expenses to average .56% .57% .56% .56% .57% .56% .57% .58% .60% .71%
net assets
Ratio of net interest income 5.32% 5.69% 6.21% 5.85% 6.40% 6.72% 6.96% 7.10% 7.48% 7.38%
to
average net assets
Portfolio turnover rate 53% 50% 48% 53% 47% 44% 58% 71% 47% 80%
</TABLE>
A EFFECTIVE DECEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INTEREST INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
MISCELLANEOUS
LEGAL MATTERS. Certain legal matters in connection with the issuance of
Fidelity Municipal Income shares have been passed upon by Kirkpatrick &
Lockhart LLP, counsel to Fidelity Court Street Trust.
EXPERTS. The audited financial statements of Spartan Municipal Income,
Spartan AZ Income, Spartan MD Income, and Fidelity Municipal Income,
incorporated by reference into the Statement of Additional Information,
have been examined by Coopers & Lybrand L.L.P. independent accountants,
whose reports thereon are included in the Annual Reports to Shareholders
for the fiscal year ended August 31, 1996 for Spartan Municipal Income,
Spartan AZ Income, Spartan MD Income, and November 30, 1996 for Fidelity
Municipal Income. The unaudited financial statements of Spartan Municipal
Income, Spartan AZ Income, and Spartan MD Income for the period ended
February 28, 1997 are incorporated by reference into the Statement of
Additional Information. The financial statements audited by Coopers &
Lybrand L.L.P. have been incorporated by reference in reliance on their
reports given on their authority as experts in auditing and accounting.
AVAILABLE INFORMATION. Spartan Municipal Income, Spartan AZ Income,
Spartan MD Income, and Fidelity Municipal Income are each subject to the
informational requirements of the Securities Exchange Act of 1934 and the
1940 Act, and in accordance therewith file reports, proxy material, and
other information with the SEC. Such reports, proxy material, and other
information can be inspected and copied at the Public Reference Room
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and
7 World Trade Center, New York, NY 10048. Copies of such material can also
be obtained from the Public Reference Branch , Office of Consumer
Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549, at prescribed rates.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES.
Please advise Fidelity Union Street Trust, in care of Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, Massachusetts 02109, whether
other persons are beneficial owners of shares for which proxies are being
solicited and, if so, the number of copies of the Proxy Statement you wish
to receive in order to supply copies to the beneficial owners of the
respective shares.
ATTACHMENT 1
EXCERPTS FROM ANNUAL REPORT OF FIDELITY MUNICIPAL INCOME FUND DATED
NOVEMBER 30, 1996
1AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1996 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS
Municipal Income 6.39% 6.99% 7.26%
Lehman Brothers Municipal Bond Index 5.88% 7.83% 7.81%
General Municipal Debt Funds Average 4.91% 7.36% 7.22%
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
2$10,000 OVER 10 YEARS
Municipal Income LB Municipal Bond
00037 LB015
1986/11/30 10000.00 10000.00
1986/12/31 9997.56 9972.40
1987/01/31 10244.76 10272.67
1987/02/28 10364.95 10323.21
1987/03/31 10286.17 10213.78
1987/04/30 9592.05 9701.26
1987/05/31 9521.49 9653.14
1987/06/30 9682.40 9936.55
1987/07/31 9805.83 10037.91
1987/08/31 9851.54 10060.49
1987/09/30 9388.92 9689.56
1987/10/31 9357.48 9723.86
1987/11/30 9555.08 9977.75
1987/12/31 9713.98 10122.53
1988/01/31 10052.04 10483.10
1988/02/29 10178.39 10593.90
1988/03/31 9935.93 10471.01
1988/04/30 10008.66 10550.59
1988/05/31 10081.23 10520.10
1988/06/30 10201.85 10674.01
1988/07/31 10307.50 10743.60
1988/08/31 10355.03 10753.06
1988/09/30 10582.85 10947.69
1988/10/31 10786.23 11140.37
1988/11/30 10695.21 11038.32
1988/12/31 10901.33 11151.24
1989/01/31 11055.12 11381.85
1989/02/28 10988.24 11251.99
1989/03/31 11010.89 11225.09
1989/04/30 11366.18 11491.58
1989/05/31 11606.62 11730.26
1989/06/30 11719.40 11889.55
1989/07/31 11804.81 12051.37
1989/08/31 11752.44 11933.39
1989/09/30 11702.28 11897.83
1989/10/31 11824.82 12043.34
1989/11/30 12043.21 12254.10
1989/12/31 12143.34 12354.33
1990/01/31 12015.39 12295.90
1990/02/28 12172.71 12405.33
1990/03/31 12186.48 12409.05
1990/04/30 11967.27 12319.21
1990/05/31 12297.47 12588.14
1990/06/30 12428.80 12698.79
1990/07/31 12621.21 12885.46
1990/08/31 12489.92 12698.36
1990/09/30 12584.15 12705.60
1990/10/31 12751.41 12936.08
1990/11/30 13115.95 13196.23
1990/12/31 13172.38 13253.63
1991/01/31 13343.94 13431.49
1991/02/28 13427.46 13548.35
1991/03/31 13470.67 13553.23
1991/04/30 13654.96 13733.48
1991/05/31 13775.23 13855.57
1991/06/30 13775.96 13841.86
1991/07/31 13976.09 14010.45
1991/08/31 14099.55 14194.97
1991/09/30 14212.24 14379.79
1991/10/31 14345.87 14509.21
1991/11/30 14377.18 14549.69
1991/12/31 14512.88 14861.92
1992/01/31 14661.86 14895.81
1992/02/29 14691.86 14900.57
1992/03/31 14706.26 14906.09
1992/04/30 14846.88 15038.75
1992/05/31 14989.37 15215.76
1992/06/30 15197.22 15471.08
1992/07/31 15587.11 15934.90
1992/08/31 15379.65 15779.54
1992/09/30 15420.94 15882.73
1992/10/31 15164.18 15726.61
1992/11/30 15557.70 16008.27
1992/12/31 15726.17 16171.71
1993/01/31 15946.26 16359.79
1993/02/28 16533.12 16951.53
1993/03/31 16413.34 16772.35
1993/04/30 16569.47 16941.58
1993/05/31 16665.64 17036.79
1993/06/30 16910.88 17321.14
1993/07/31 16916.76 17343.83
1993/08/31 17284.35 17704.93
1993/09/30 17534.32 17906.58
1993/10/31 17552.79 17941.14
1993/11/30 17411.49 17783.08
1993/12/31 17787.92 18158.48
1994/01/31 17983.55 18365.85
1994/02/28 17525.44 17890.18
1994/03/31 16714.56 17161.69
1994/04/30 16801.40 17307.22
1994/05/31 16906.11 17457.27
1994/06/30 16810.43 17350.61
1994/07/31 17127.68 17668.65
1994/08/31 17189.89 17729.78
1994/09/30 16934.52 17469.51
1994/10/31 16580.79 17159.25
1994/11/30 16063.48 16849.01
1994/12/31 16462.85 17219.86
1995/01/31 17024.06 17712.00
1995/02/28 17516.74 18227.07
1995/03/31 17562.64 18436.49
1995/04/30 17571.42 18458.25
1995/05/31 18119.47 19047.25
1995/06/30 17840.61 18881.54
1995/07/31 17969.75 19060.54
1995/08/31 18189.80 19302.23
1995/09/30 18330.14 19424.41
1995/10/31 18593.74 19706.84
1995/11/30 18946.11 20033.78
1995/12/31 19126.38 20226.30
1996/01/31 19284.77 20379.01
1996/02/29 19204.77 20241.45
1996/03/31 18958.77 19982.77
1996/04/30 18881.61 19926.21
1996/05/31 18886.61 19918.24
1996/06/30 19110.02 20135.15
1996/07/31 19289.93 20318.38
1996/08/31 19294.84 20313.51
1996/09/30 19521.22 20597.90
1996/10/31 19751.32 20830.86
1996/11/29 20156.35 21212.06
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was invested
in Fidelity Municipal Income Fund on November 30, 1986. As the chart shows,
by November 30, 1996, the value of the investment would have grown to
$20,156 - a 101.56% increase on the initial investment. For comparison,
look at how the Lehman Brothers Municipal Bond Index did over the same
period. With dividends reinvested, the same $10,000 would have grown to
$21,212 - a 112.12% increase.
MARKET RECAP
Municipal bonds benefited from
steady demand and relatively low
supply during much of the year that
ended November 30, 1996. For
the past 12 months, the Lehman
Brothers Municipal Bond Index -
a broad measure of the municipal
bond market - had a total return of
5.88%. In comparison, the Lehman
Brothers Aggregate Bond Index -
a proxy for investment-grade
taxable bonds - had a total return
of 6.07%. Munis outperformed their
counterparts in the taxable bond
market for the first nine months of
the period. Factors that helped
munis included a lack of supply of
new issues, strong demand for
municipal bonds from both
insurance companies and individual
investors, and the diminishing
likelihood of significant tax reform in
the near future. Like most domestic
bonds, munis were hurt by
stronger-than-expected signs of
strength in the economy earlier in
1996. Nevertheless, the market
conditions that supported the muni
market prevailed to the point that
munis entered the last two months
of the period trading at expensive
levels relative to their taxable
counterparts. At that point and
through October, the performance
of the municipal market stalled
somewhat, as investor demand
declined and institutional investors
sold off some of their municipal
bond holdings to take profits. That
sell-off subsided somewhat in
November, when munis
outperformed comparable
Treasury securities.
An interview with David Murphy, Portfolio Manager of Fidelity Municipal
Income Fund
Q. TELL US ABOUT THE FUND'S PERFORMANCE, DAVE.
A. The fund performed reasonably well. For the one-year period that ended
November 30, 1996, the fund had a total return of 6.39%. For the same
period, the Lehman Brothers Municipal Bond Index returned 5.88%.
Additionally, the general municipal debt funds average, according to Lipper
Analytical Services, was 4.91%.
Q. WHY DO YOU THINK IT DID BETTER THAN ITS BENCHMARK INDEX AND ITS PEERS?
WAS THERE A PARTICULAR AREA OF THE MARKET YOU TARGETED?
A. Since the fund became a predominantly investment-grade fund over the
past year, it avoided some disappointing areas of the non-investment-grade
sector. Also, during the period, I emphasized industrial development bonds
- - that is, bonds from corporate entities such as airlines or utilities that
are issued through municipal authorities. In many cases, the businesses
that back these bonds saw rising profitability and a reduction of
outstanding debt.
Q. DID YOU FOCUS ON A PARTICULAR STATE?
A. I overweighted bonds from California, which generally performed well
during the period. While the rest of the country has enjoyed an economic
expansion for the past six years, this state just emerged from a prolonged
economic downturn two years ago. Since then, even the hardest hit areas -
Southern California, for instance - have shown employment growth, and the
state's unemployment is at a six-year low. Additionally, in the first four
months of the current fiscal year, the Golden State's tax revenues are $600
million ahead of budget.
Q. IN YOUR LAST REPORT, YOU DISCUSSED A FUNDAMENTAL STRATEGY OF YOURS.
COULD YOU REITERATE THIS STRATEGY AND WHAT IT MEANS FOR THE FUND?
A. Sure. One of the ways I manage the fund is to use a barbelled coupon
structure - that is, owning premium-coupon bonds as well as discount-coupon
bonds. Historically, premium-coupon bonds - which pay higher annual income
than newly issued bonds - offer downside protection should the market fall.
Discount-coupon bonds - with annual income below newly issued bonds - offer
price appreciation potential should the market rally. During the period, as
either of these types of bonds moved closer to par (face value), I
attempted to sell them and replace them with premium or discount bonds.
Q. WHAT MATURITY RANGE DID YOU EMPHASIZE AND WHY?
A. I targeted the 10-year to 15-year range because this area offered an
attractive risk/reward scenario. One tool bond managers use in making
investment decisions is the yield curve - or the graphical representation
of the yields of bonds by ascending maturity dates. An analysis of the
municipal yield curve during the period showed that up to about a 20 year
maturity, an investor would be paid an appropriate amount of additional
income for each additional year to maturity. It is this additional income
that compensates the investor for the additional risk taken on by investing
in longer maturity bonds. After 20 years, however, the extra income for
each successive year to maturity was not, in my opinion, attractive enough
for the level of risk inherent in these bonds. As a manager, it's my job to
evaluate many different scenarios in order to come up with the best
risk/reward strategy.
Q. WERE THERE BONDS FROM A PARTICULAR ISSUER THAT HURT THE FUND?
A. Yes. Bond issuer Michigan Health Care Corporation has been mired in
bankruptcy proceedings since April 1995. Fidelity continues to monitor the
situation and is still awaiting a resolution of pending litigation.
Q. WHAT DO YOU SEE GOING FORWARD?
A. I think there's a good case to be made for bonds and for municipal bonds
in particular. We're in the midst of a long-term downtrend in inflation,
and municipal finances are in the best shape we've seen in years.
Additionally, the Boskin Commission, a panel of eminent economists assigned
to study the accuracy of the consumer price index (CPI) as a gauge of
inflation, found that the CPI overstates the cost of living by more than
1%. So, even though there could be volatility in the short term, I believe
the economic fundamentals still argue for lower interest rates to emerge.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD DATED NOVEMBER 30, 1996. THE MANAGER'S
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER
CONDITIONS.
DAVE MURPHY ON THE STATE OF
MUNICIPAL FINANCES:
"For some time now, we've
seen steady increases in the
tax receipts of municipalities.
The reason is the six-year
economic expansion this
country has enjoyed. When the
economy expands, you see
rising personal income, more
spending and, thus, more sales
tax revenue. You also see a
rise in property values, which
brings in more property taxes.
Unfortunately, economic
expansions don't last
indefinitely. Eventually,
inflationary pressures emerge
causing a rise in interest rates
and, inevitably, an economic
slowdown.
"Going forward, municipal
bond investors will be watching
the effects on states and
municipalities of welfare
reform and other government
proposals that would shift
more responsibility to the
local level. The block grants
from the federal government
for these programs would
increase money for the states,
but it would also increase the
pressure to run these
programs more efficiently. So
it will be interesting to see
how states will deal with this
situation in the future."
ATTACHMENT 2
3ANNUAL FUND OPERATING EXPENSES FOR CERTAIN REORGANIZATIONS (AS OF 4/30/97)
IF JUST SPARTAN MUNICIPAL INCOME REORGANIZATION IS APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Spartan Municipal Fidelity Municipal Pro Forma Expenses
Income Inc ome B Combined Fund A
Management Fees 0.55% 0.39% 0.3 7%
(after reimbursement)
Other Expenses 0.00% 0.1 6% 0.16%
Total Fund 0.55% 0 .55% 0.53%
Operating Expenses
(after reimbursement)
</TABLE>
A FMR HAS AGREED TO LIMIT THE COMBINED FUND'S TOTAL OPERATING EXPENSES TO
0.53% OF ITS AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES) THROUGH DECEMBER 31, 1999. IF THIS
AGREEMENT WERE NOT IN EFFECT, THE MANAGEMENT FEE, OTHER EXPENSE S, AND
TOTAL OP ERATING EXPENSES, AS A PERCENTAGE OF AVERAGE NET ASSETS, WOULD
BE 0.39%, 0.16%, AND 0.55%, RESPECTIVELY.
B EFFECTIVE APRIL 1, 1997, FMR VOLUNTARILY AGREED TO REIMBURSE THE FUND
TO THE EXTENT THAT TOTAL OPERATING EXPENSES EXCEED 0.55% OF THE FUND'S
AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES). IF THIS AGREEMENT WERE NOT IN EFFECT, THE
MANAGEMENT FEE, OTHER EXPENSES, AND TOTAL FUND OPERATING EXPENSES, AS A
PERCENTAGE OF AVERAGE NET ASSETS,WOULD HAVE BEEN 0.39%, 0.16%, AND 0.55%,
RESPECTIVELY.
EXAMPLE:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
Spartan Municipal Income $6 $18 $31 $69
Fidelity Municipal Income $6 $18 $3 1 $69
Combined Fund $5 $17 $30 $66
</TABLE>
IF JUST SPARTAN AZ INCOME REORGANIZATION IS APPROVED:
Spartan AZ Fidelity Municipal Pro Forma Expenses
Income B Inco me C Combined Fund A
Management Fees 0.55% 0.39% 0.37%
(after reimbursement)
Other Expenses 0.00% 0. 16% 0.16%
Total Fund 0.55% 0.55% 0.53%
Operating Expenses
(after reimbursement)
A FMR HAS AGREED TO LIMIT THE COMBINED FUND'S TOTAL OPERATING EXPENSES TO
0.53% OF ITS AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES) THROUGH DECEMBER 31, 1999. IF THIS
AGREEMENT WERE NOT IN EFFECT, THE MANAGEMENT FEE, OTHER EXPEN SES,
AND TOTAL OPERATING EXPENSES, AS A PERCENTAGE OF AVERAGE NET ASSETS, WOULD
BE 0.39%, 0.16%, AND 0.55%, RESPECTIVELY.
B FMR HAS ENTERED INTO ARRANGEMENTS ON BEHALF OF THE FUND WITH THE FUND'S
CUSTODIAN AND TRANSFER AGENT WHEREBY CREDITS REALIZED AS A RESULT OF
UNINVESTED CASH BALANCES ARE USED TO REDUCE FUND EXPENSES. INCLUDING THESE
REDUCTIONS THE TOTAL OPERATING EXPENSES PRESENTED IN THE TABLE WOULD HAVE
BEEN 0.53%.
C EFFECTIVE APRIL 1, 1997, FMR VOLUNTARILY AGREED TO REIMBURSE THE FUND
TO THE EXTENT THAT TOTAL OPERATING EXPENSES EXCEED 0.55% OF THE FUND'S
AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES). IF THIS AGREEMENT WERE NOT IN EFFECT, THE
MANAGEMENT FEE, OTHER EXPENSES, AND TOTAL FUND OPERATING EXPENSES, AS A
PERCENTAGE OF AVERAGE NET ASSETS,WOULD HAVE BEEN 0.39%, 0.16%, AND 0.55%,
RESPECTIVELY.
EXAMPLE:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
Spartan AZ Income $6 $18 $31 $69
Fidelity Municipal Income $6 $ 18 $3 1 $69
Combined Fund $5 $17 $30 $66
</TABLE>
IF JUST SPARTAN MD INCOME REORGANIZATION IS APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Spartan MD Income B Fidelity Municipal Pro Forma Expenses
I nco me C Combined Fund A
Management Fees 0.55% 0.39% 0.37%
(after reimbursement)
Other Expenses 0.00% 0. 16% 0.16%
Total Fund 0.55% 0. 55 % 0.53%
Operating Expenses
(after reimbursement)
</TABLE>
A FMR HAS AGREED TO LIMIT THE COMBINED FUND'S TOTAL OPERATING EXPENSES TO
0.53% OF ITS AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES) THROUGH DECEMBER 31, 1999. IF THIS
AGREEMENT WERE NOT IN EFFECT, THE MANAGEMENT FEE, OTHER EX PENSES, AND
TOTAL OPERATI NG EXPENSES, AS A PERCENTAGE OF AVERAGE NET ASSETS, WOULD
BE 0.39%, 0.16%, AND 0.55%, RESPECTIVELY.
B FMR HAS ENTERED INTO ARRANGEMENTS ON BEHALF OF THE FUND WITH THE FUND'S
CUSTODIAN AND TRANSFER AGENT WHEREBY CREDITS REALIZED AS A RESULT OF
UNINVESTED CASH BALANCES ARE USED TO REDUCE FUND EXPENSES. INCLUDING THESE
REDUCTIONS THE TOTAL OPERATING EXPENSES PRESENTED IN THE TABLE WOULD HAVE
BEEN 0.54%.
C EFFECTIVE APRIL 1, 1997, FMR VOLUNTARILY AGREED TO REIMBURSE THE FUND
TO THE EXTENT THAT TOTAL OPERATING EXPENSES EXCEED 0.55% OF THE FUND'S
AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES). IF THIS AGREEMENT WERE NOT IN EFFECT, THE
MANAGEMENT FEE, OTHER EXPENSES, AND TOTAL FUND OPERATING EXPENSES, AS A
PERCENTAGE OF AVERAGE NET ASSETS,WOULD HAVE BEEN 0.39%, 0.16%, AND 0.55%,
RESPECTIVELY.
EXAMPLE:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
Spartan MD Income $6 $18 $31 $69
Fidelity Municipal Income $6 $ 18 $31 $ 69
Combined Fund $5 $17 $30 $66
</TABLE>
IF JUST SPARTAN MUNICIPAL INCOME AND SPARTAN AZ INCOME REORGANIZATIONS ARE
APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Pro Forma
Spartan Municipal Spartan AZ Fidelity Municipal Expenses
Income Income B Inc ome C Combined Fund A
Management Fees 0.55% 0.55% 0.39% 0.37%
(after reimbursement)
Other Expenses 0.00% 0.00% 0.16% 0.16%
Total Fund 0.55% 0.55% 0 .55% 0.53%
Operating Expenses
(after reimbursement)
</TABLE>
A FMR HAS AGREED TO LIMIT THE COMBINED FUND'S TOTAL OPERATING EXPENSES TO
0.53% OF ITS AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES) THROUGH DECEMBER 31, 1999. IF THIS
AGREEMENT WERE NOT IN EFFECT, THE MANAGEMENT FEE, OTHER EXPENSES, AND
TOTAL OPERATING EXPENSES, AS A PERCENTAGE OF AVERAGE NET ASSETS, WOULD
BE 0.39%, 0.16%, AND 0.55%, RESPECTIVELY.
B FMR HAS ENTERED INTO ARRANGEMENTS ON BEHALF OF THE FUND WITH THE FUND'S
CUSTODIAN AND TRANSFER AGENT WHEREBY CREDITS REALIZED AS A RESULT OF
UNINVESTED CASH BALANCES ARE USED TO REDUCE FUND EXPENSES. INCLUDING THESE
REDUCTIONS THE TOTAL OPERATING EXPENSES PRESENTED IN THE TABLE WOULD HAVE
BEEN 0.53%.
C EFFECTIVE APRIL 1, 1997, FMR VOLUNTARILY AGREED TO REIMBURSE THE FUND
TO THE EXTENT THAT TOTAL OPERATING EXPENSES EXCEED 0.55% OF THE FUND'S
AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES). IF THIS AGREEMENT WERE NOT IN EFFECT, THE
MANAGEMENT FEE, OTHER EXPENSES, AND TOTAL FUND OPERATING EXPENSES, AS A
PERCENTAGE OF AVERAGE NET ASSETS,WOULD HAVE BEEN 0.39%, 0.16%, AND 0.55%,
RESPECTIVELY.
EXAMPLE:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
Spartan Municipal Income $6 $18 $31 $69
Spartan AZ Income $6 $18 $31 $69
Fidelity Municipal Income $6 $18 $31 $69
Combined Fund $5 $17 $30 $66
</TABLE>
IF JUST SPARTAN MUNICIPAL INCOME AND SPARTAN MD INCOME REORGANIZATIONS ARE
APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Pro Forma
Spartan Municipal Spartan MD Fidelity Municipal Expenses
Income Income B Income C Combined Fund A
Management Fees 0.55% 0.55% 0.39% 0.37%
(after reimbursement)
Other Expenses 0.00% 0.00% 0.16% 0.16%
Total Fund 0.55% 0.55% 0.55% 0.53%
Operating Expenses
(after reimbursement)
</TABLE>
A FMR HAS AGREED TO LIMIT THE COMBINED FUND'S TOTAL OPERATING EXPENSES TO
0.53% OF ITS AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES) THROUGH DECEMBER 31, 1999. IF THIS
AGREEMENT WERE NOT IN EFFECT, THE MANAGEMENT FEE, OTHER E XPENSES,
AND TOTAL OPERATING EXPENSES, AS A PERCENTAGE OF AVERAGE NET ASSETS, WOULD
BE 0.39%, 0.16%, AND 0.55%, RESPECTIVELY.
B FMR HAS ENTERED INTO ARRANGEMENTS ON BEHALF OF THE FUND WITH THE FUND'S
CUSTODIAN AND TRANSFER AGENT WHEREBY CREDITS REALIZED AS A RESULT OF
UNINVESTED CASH BALANCES ARE USED TO REDUCE FUND EXPENSES. INCLUDING THESE
REDUCTIONS THE TOTAL OPERATING EXPENSES PRESENTED IN THE TABLE WOULD HAVE
BEEN 0.54%
C EFFECTIVE APRIL 1, 1997, FMR VOLUNTARILY AGREED TO REIMBURSE THE FUND
TO THE EXTENT THAT TOTAL OPERATING EXPENSES EXCEED 0.55% OF THE FUND'S
AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES). IF THIS AGREEMENT WERE NOT IN EFFECT, THE
MANAGEMENT FEE, OTHER EXPENSES, AND TOTAL FUND OPERATING EXPENSES, AS A
PERCENTAGE OF AVERAGE NET ASSETS,WOULD HAVE BEEN 0.39%, 0.16%, AND 0.55%,
RESPECTIVELY.
EXAMPLE:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
Spartan Municipal Income $6 $18 $31 $69
Spartan MD Income $6 $18 $31 $69
Fidelity Municipal Income $6 $18 $31 $69
Combined Fund $5 $17 $30 $66
</TABLE>
IF JUST SPARTAN AZ INCOME AND SPARTAN MD INCOME REORGANIZATIONS ARE
APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Pro Forma
Spartan AZ Spartan MD Fidelity Municipal Expenses
Income B Income B ln com e C Combined Fund A
Management Fees 0.55% 0.55% 0.39% 0 .37%
(after reimbursement)
Other Expenses 0.00% 0.00% 0.16% 0.16 %
Total Fund 0.55% 0.55% 0.5 5% 0.53%
Operating Expenses
(after reimbursement)
</TABLE>
A FMR HAS AGREED TO LIMIT THE COMBINED FUND'S TOTAL OPERATING EXPENSES TO
0.53% OF ITS AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES) THROUGH DECEMBER 31, 1999. IF THIS
AGREEMENT WERE NOT IN EFFECT, THE MANAGEMENT FEE, OTHER EXPENSES, AND
TOTAL OP ERATING EXPENSES, AS A PERCENTAGE OF AVERAGE NET ASSETS, WOULD
BE 0.39%, 0.16%, AND 0.55%, RESPECTIVELY.
B FMR HAS ENTERED INTO ARRANGEMENTS ON BEHALF OF THE FUNDS WITH EACH FUND'S
CUSTODIAN AND TRANSFER AGENT WHEREBY CREDITS REALIZED AS A RESULT OF
UNINVESTED CASH BALANCES ARE USED TO REDUCE FUND EXPENSES. INCLUDING THESE
REDUCTIONS THE TOTAL OPERATING EXPENSES PRESENTED IN THE TABLE WOULD HAVE
BEEN 0.53% AND 0.54% FOR SPARTAN AZ INCOME AND SPARTAN MD INCOME,
RESPECTIVELY.
C EFFECTIVE APRIL 1, 1997, FMR VOLUNTARILY AGREED TO REIMBURSE THE FUND
TO THE EXTENT THAT TOTAL OPERATING EXPENSES EXCEED 0.55% OF THE FUND'S
AVERAGE NET ASSETS (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES). IF THIS AGREEMENT WERE NOT IN EFFECT, THE
MANAGEMENT FEE, OTHER EXPENSES, AND TOTAL FUND OPERATING EXPENSES, AS A
PERCENTAGE OF AVERAGE NET ASSETS,WOULD HAVE BEEN 0.39%, 0.16%, AND 0.55%,
RESPECTIVELY.
EXAMPLE:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
Spartan AZ Income $6 $18 $31 $69
Spartan MD Income $6 $18 $31 $69
Fidelity Municipal Income $6 $ 18 $ 31 $ 69
Combined Fund $5 $17 $30 $66
</TABLE>
These examples assume that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Fund
Operating Expenses remain the same in the years shown. These examples
illustrate the effect of expenses, but are not meant to suggest actual or
expected costs, which may vary. The assumed return of 5% is not a
prediction of, and does not represent, actual or expected performance of
any fund.
EXHIBIT 1
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of
August 11, 1997 by and between Fidelity Union Street Trust, a Massachusetts
business trust, on behalf of one of its series Spartan Municipal Income
Fund (Spartan Municipal Income), and Fidelity Court Street Trust, a
Massachusetts business trust, on behalf of one of it series Fidelity
Municipal Income Fund (Fidelity Municipal Income). Fidelity Union Street
Trust and Fidelity Court Street Trust may be referred to herein
collectively as the "Trusts" or each individually as the "Trust." The
trusts are duly organized business trusts under the laws of the
Commonwealth of Massachusetts with their principal place of business at 82
Devonshire Street, Boston, Massachusetts 02109. Spartan Municipal Income
and Fidelity Municipal Income may be referred to herein collectively as the
"Funds" or each individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the Code). The reorganization will
comprise: (a) the transfer of all of the assets of Spartan Municipal Income
to Fidelity Municipal Income solely in exchange for shares of beneficial
interest in Fidelity Municipal Income (the Fidelity Municipal Income
Shares) and the assumption by Fidelity Municipal Income of Spartan
Municipal Income's liabilities; and (b) the constructive distribution of
such shares by Spartan Municipal Income PRO RATA to its shareholders in
complete liquidation and termination of Spartan Municipal Income in
exchange for all of Spartan Municipal Income's outstanding shares. Spartan
Municipal Income shall receive shares of Fidelity Municipal Income having
an aggregate net asset value equal to the value of the assets of Spartan
Municipal Income on the Closing Date (as defined in Section 6), which
Spartan Municipal Income shall then distribute PRO RATA to its
shareholders. The foregoing transactions are referred to herein as the
"Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SPARTAN MUNICIPAL INCOME. Spartan
Municipal Income represents and warrants to and agrees with Fidelity
Municipal Income that:
(a) Spartan Municipal Income is a series of Fidelity Union Street Trust, a
business trust duly organized, validly existing, and in good standing under
the laws of the Commonwealth of Massachusetts, and has the power to own all
of its properties and assets and to carry out its obligations under this
Agreement. It has all necessary federal, state, and local authorizations to
carry on its business as now being conducted and to carry out this
Agreement;
(b) Fidelity Union Street Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and effect;
(c) The Prospectus and Statement of Additional Information of Spartan
Municipal Income dated July 31 , 199 7 and Prospectus
supplement dat ed July 31 , 1997, previously furnished to
Fidelity Municipal Income, did not and does not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Spartan Municipal Income, threatened
against Spartan Municipal Income which assert liability on the part of
Spartan Municipal Income. Spartan Municipal Income knows of no facts which
might form the basis for the institution of such proceedings;
(e) Spartan Municipal Income is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws, or,
to the knowledge of Spartan Municipal Income, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Spartan
Municipal Income is a party or by which Spartan Municipal Income is bound
or result in the acceleration of any obligation or the imposition of any
penalty under any agreement, judgment or decree to which Spartan Municipal
Income is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Financial Highlights, and the
Schedule of Investments (including market values) of Spartan Municipal
Income at August 31, 1996, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and have been furnished to Fidelity Municipal
Income together with such unaudited financial statements and schedule of
investments (including market values) for the six month period ended
February 28, 1997. Said Statements of Assets and Liabilities and Schedule
of Investments fairly present the fund's financial position as of such date
and said Statement of Operations, Changes in Net Assets, and Financial
Highlights fairly reflect its results of operations, changes in financial
position, and financial highlights for the periods covered thereby in
conformity with generally accepted accounting principles consistently
applied;
(g) Spartan Municipal Income has no known liabilities of a material
nature, contingent or otherwise, other than those shown as belonging to it
on its statement of assets and liabilities as of August 31, 1996 and those
incurred in the ordinary course of Spartan Municipal Income's business as
an investment company since August 31, 1996;
(h) The registration statement (Registration Statement) filed with the
Securities and Exchange Commission (Commission) by Fidelity Court Street
Trust on Form N-14 relating to the shares of Fidelity Municipal Income
issuable hereunder and the proxy statement of Spartan Municipal Income
included therein (Proxy Statement), on the effective date of the
Registration Statement and insofar as they relate to Spartan Municipal
Income (i) comply in all material respects with the provisions of the
Securities Act of 1933, as amended (the 1933 Act), the Securities Exchange
Act of 1934, as amended (the 1934 Act), and the 1940 Act, and the rules and
regulations thereunder, and (ii) do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and at
the time of the shareholders' meeting referred to in Section 7 and on the
Closing Date, the prospectus contained in the Registration Statement of
which the Proxy Statement is a part (the Prospectus), as amended or
supplemented, insofar as it relates to Spartan Municipal Income, does not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading;
(i) All material contracts and commitments of Spartan Municipal Income
(other than this Agreement) will be terminated without liability to Spartan
Municipal Income prior to the Closing Date (other than those made in
connection with redemptions of shares and the purchase and sale of
portfolio securities made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Spartan
Municipal Income of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act,
and state securities or blue sky laws (which term as used herein shall
include the District of Columbia and Puerto Rico);
(k) Spartan Municipal Income has filed or will file all federal and state
tax returns which, to the knowledge of Spartan Municipal Income's officers,
are required to be filed by Spartan Municipal Income and has paid or will
pay all federal and state taxes shown to be due on said returns or
provision shall have been made for the payment thereof, and, to the best of
Spartan Municipal Income's knowledge, no such return is currently under
audit and no assessment has been asserted with respect to such returns;
(l) Spartan Municipal Income has met the requirements of Subchapter M of
the Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for its
current taxable year ending on the Closing Date;
(m) All of the issued and outstanding shares of Spartan Municipal
Income are, and at the Closing Date will be, duly and validly issued and
outstanding and fully paid and nonassessable as a matter of Massachusetts
law (except as disclosed in the fund's Statement of Additional
Information), and have been offered for sale and in conformity with all
applicable federal securities laws. All of the issued and outstanding
shares of Spartan Municipal Income will, at the Closing Date, be held by
the persons and in the amounts set forth in the list of shareholders
submitted to Fidelity Municipal Income in accordance with this Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, Spartan Municipal Income will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio securities
and any other assets of Spartan Municipal Income to be transferred to
Fidelity Municipal Income pursuant to this Agreement. As of the Closing
Date, subject only to the delivery of Spartan Municipal Income's portfolio
securities and any such other assets as contemplated by this Agreement,
Fidelity Municipal Income will acquire Spartan Municipal Income's portfolio
securities and any such other assets subject to no encumbrances, liens, or
security interests (except for those that may arise in the ordinary course
and are disclosed to Fidelity Municipal Income) and without any
restrictions upon the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Spartan Municipal Income, and this Agreement
constitutes a valid and binding obligation of Spartan Municipal Income
enforceable in accordance with its terms, subject to shareholder approval.
2. REPRESENTATIONS AND WARRANTIES OF FIDELITY MUNICIPAL INCOME. Fidelity
Municipal Income represents and warrants to and agrees with Spartan
Municipal Income that:
(a) Fidelity Municipal Income is a series of Fidelity Court Street Trust,
a business trust duly organized, validly existing, and in good standing
under the laws of the Commonwealth of Massachusetts, and has the power to
own all of its properties and assets and to carry out its obligations under
this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to carry
out this Agreement;
(b) Fidelity Court Street Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is in
full force and effect;
(c) The Prospectus and Statement of Additional Information of Fidelity
Municipal Income, dated February 28, 1997 and Prospectus
supplement dat ed April 1, 1997, previously furnished to Spartan
Municipal Income did not and does not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Fidelity Municipal Income, threatened
against Fidelity Municipal Income which assert liability on the part of
Fidelity Municipal Income. Fidelity Municipal Income knows of no facts
which might form the basis for the institution of such proceedings;
(e) Fidelity Municipal Income is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws, or,
to the knowledge of Fidelity Municipal Income, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Fidelity
Municipal Income is a party or by which Fidelity Municipal Income is bound
or result in the acceleration of any obligation or the imposition of any
penalty under any agreement, judgment, or decree to which Fidelity
Municipal Income is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Financial Highlights, and the
Schedule of Investments (including market values) of Fidelity Municipal
Income at November 30, 1996, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and have been furnished to Spartan Municipal
Income. Said Statements of Assets and Liabilities and Schedule of
Investments fairly present its financial position as of such date and said
Statement of Operations, Changes in Net Assets, and Financial Highlights
fairly reflect its results of operations, changes in financial position,
and financial highlights for the periods covered thereby in conformity with
generally accepted accounting principles consistently applied;
(g) Fidelity Municipal Income has no known liabilities of a material
nature, contingent or otherwise, other than those shown as belonging to it
on its statement of assets and liabilities as of November 30, 1996 and
those incurred in the ordinary course of Fidelity Municipal Income's
business as an investment company since November 30, 1996;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Fidelity
Municipal Income of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act,
and state securities or blue sky laws (which term as used herein shall
include the District of Columbia and Puerto Rico);
(i) Fidelity Municipal Income has filed or will file all federal and state
tax returns which, to the knowledge of Fidelity Municipal Income's
officers, are required to be filed by Fidelity Municipal Income and has
paid or will pay all federal and state taxes shown to be due on said
returns or provision shall have been made for the payment thereof, and, to
the best of Fidelity Municipal Income's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to
such returns;
(j) Fidelity Municipal Income has met the requirements of Subchapter M of
the Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for its
current taxable year ending on November 30, 1997;
(k) As of the Closing Date, the shares of beneficial interest of Fidelity
Municipal Income to be issued to Spartan Municipal Income will have been
duly authorized and, when issued and delivered pursuant to this Agreement,
will be legally and validly issued and will be fully paid and nonassessable
(except as disclosed in the fund's Statement of Additional Information) by
Fidelity Municipal Income, and no shareholder of Fidelity Municipal Income
will have any preemptive right of subscription or purchase in respect
thereof;
(l) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Fidelity Municipal Income, and this Agreement
constitutes a valid and binding obligation of Fidelity Municipal Income
enforceable in accordance with its terms, subject to approval by the
shareholders of Spartan Municipal Income;
(m) The Registration Statement and the Proxy Statement, on the effective
date of the Registration Statement and insofar as they relate to Fidelity
Municipal Income, (i) will comply in all material respects with the
provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and the rules
and regulations thereunder, and (ii) will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and at
the time of the shareholders' meeting referred to in Section 7 and on the
Closing Date, the Prospectus, as amended or supplemented, insofar as it
relates to Fidelity Municipal Income, will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(n) The issuance of the Fidelity Municipal Income Shares pursuant to this
Agreement will be in compliance with all applicable federal securities
laws; and
(o) All of the issued and outstanding shares of beneficial interest of
Fidelity Municipal Income have been offered for sale and sold in conformity
with the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of Spartan
Municipal Income and to the other terms and conditions contained herein,
Spartan Municipal Income agrees to assign, sell, convey, transfer, and
deliver to Fidelity Municipal Income as of the Closing Date all of the
assets of Spartan Municipal Income of every kind and nature existing on the
Closing Date. Fidelity Municipal Income agrees in exchange therefor: (i) to
assume all of Spartan Municipal Income's liabilities existing on or after
the Closing Date, whether or not determinable on the Closing Date, and (ii)
to issue and deliver to Spartan Municipal Income the number of full and
fractional shares of Fidelity Municipal Income having an aggregate net
asset value equal to the value of the assets of Spartan Municipal Income
transferred hereunder, less the value of the liabilities of Spartan
Municipal Income, determined as provided for under Section 4.
(b) The assets of Spartan Municipal Income to be acquired by Fidelity
Municipal Income shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest or dividends
receivable), claims, choses in action, and other property owned by Spartan
Municipal Income, and any deferred or prepaid expenses shown as an asset on
the books of Spartan Municipal Income on the Closing Date. Spartan
Municipal Income will pay or cause to be paid to Fidelity Municipal Income
any dividend or interest payments received by it on or after the Closing
Date with respect to the assets transferred to Fidelity Municipal Income
hereunder, and Fidelity Municipal Income will retain any dividend or
interest payments received by it after the Valuation Time with respect to
the assets transferred hereunder without regard to the payment date
thereof.
(c) The liabilities of Spartan Municipal Income to be assumed by Fidelity
Municipal Income shall include (except as otherwise provided for herein)
all of Spartan Municipal Income's liabilities, debts, obligations, and
duties, of whatever kind or nature, whether absolute, accrued, contingent,
or otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in this Agreement. Notwithstanding the foregoing,
Spartan Municipal Income agrees to use its best efforts to discharge all of
its known liabilities prior to the Closing Date, other than liabilities
incurred in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), Spartan Municipal Income
will constructively distribute PRO RATA to its shareholders of record,
determined as of the Valuation Time on the Closing Date, the Fidelity
Municipal Income Shares in exchange for such shareholders' shares of
beneficial interest in Spartan Municipal Income and Spartan Municipal
Income will be liquidated in accordance with Spartan Municipal Income's
Amended and Restated Declaration of Trust. Such distribution shall be
accomplished by the funds' transfer agent opening accounts on Fidelity
Municipal Income's share transfer books in the names of the Spartan
Municipal Income shareholders and transferring the Fidelity Municipal
Income Shares thereto. Each Spartan Municipal Income shareholder's account
shall be credited with the respective PRO RATA number of full and
fractional (rounded to the third decimal place) Fidelity Municipal Income
Shares due that shareholder. All outstanding Spartan Municipal Income
shares, including any represented by certificates, shall simultaneously be
canceled on Spartan Municipal Income's share transfer records. Fidelity
Municipal Income shall not issue certificates representing the Fidelity
Municipal Income Shares in connection with the Reorganization.
(e) Any reporting responsibility of Spartan Municipal Income is and shall
remain its responsibility up to and including the date on which it is
terminated.
(f) Any transfer taxes payable upon issuance of the Fidelity Municipal
Income Shares in a name other than that of the registered holder on Spartan
Municipal Income's books of the Spartan Municipal Income shares
constructively exchanged for the Fidelity Municipal Income Shares shall be
paid by the person to whom such Fidelity Municipal Income Shares are to be
issued, as a condition of such transfer.
4. VALUATION.
(a) The Valuation Time shall be 4:00 p.m. Eastern time on the Closing
Date, or such other date as may be mutually agreed upon in writing by the
parties hereto (the Valuation Time).
(b) As of the Closing Date, Fidelity Municipal Income will deliver to
Spartan Municipal Income the number of Fidelity Municipal Income Shares
having an aggregate net asset value equal to the value of the assets of
Spartan Municipal Income transferred hereunder less the liabilities of
Spartan Municipal Income, determined as provided in this Section 4.
(c) The net asset value per share of the Fidelity Municipal Income Shares
to be delivered to Spartan Municipal Income, the value of the assets of
Spartan Municipal Income transferred hereunder, and the value of the
liabilities of Spartan Municipal Income to be assumed hereunder shall in
each case be determined as of the Valuation Time.
(d) The net asset value per share of the Fidelity Municipal Income Shares
shall be computed in the manner set forth in the then-current Fidelity
Municipal Income Prospectus and Statement of Additional Information, and
the value of the assets and liabilities of Spartan Municipal Income shall
be computed in the manner set forth in the then-current Spartan Municipal
Income Prospectus and Statement of Additional Information.
(e) All computations pursuant to this Section shall be made by or under
the direction of Fidelity Service Company, Inc., a wholly owned subsidiary
of FMR Corp., in accordance with its regular practice as pricing agent for
Spartan Municipal Income and Fidelity Municipal Income.
5. FEES; EXPENSES.
(a) Pursuant to Spartan Municipal Income's all-inclusive management
contract with Fidelity Management & Research Company (FMR), FMR will pay
all fees and expenses, including legal, accounting, printing, filing, and
proxy solicitation expenses, portfolio transfer taxes (if any), or other
similar expenses incurred in connection with the transactions contemplated
by this Agreement (but not including costs incurred in connection with the
purchase or sale of portfolio securities). Any merger-related expenses
which may be attributable to Fidelity Municipal Income will be borne by
Fidelity Municipal Income.
(b) Each of Fidelity Municipal Income and Spartan Municipal Income
represents that there is no person who has dealt with it who by reason of
such dealings is entitled to any broker's or finder's or other similar fee
or commission arising out of the transactions contemplated by this
Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to consummate
the same (the Closing), unless otherwise provided herein, shall occur at
the principal office of the Trusts, 82 Devonshire Street, Boston,
Massachusetts, as of the Valuation Time on October 23, 1997, or at some
other time, date, and place agreed to by Spartan Municipal Income and
Fidelity Municipal Income (the Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the funds is closed to trading, or (ii) trading thereon
is restricted, or (iii) trading or the reporting of trading on said market
or elsewhere is disrupted, all so that accurate appraisal of the total net
asset value of Spartan Municipal Income and the net asset value per share
of Fidelity Municipal Income is impracticable, the Valuation Time and the
Closing Date shall be postponed until the first business day after the day
when such trading shall have been fully resumed and such reporting shall
have been restored, or such other date as the parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF SPARTAN MUNICIPAL INCOME.
(a) Spartan Municipal Income agrees to call a meeting of its shareholders
after the effective date of the Registration Statement, to consider
transferring its assets to Fidelity Municipal Income as herein provided,
adopting this Agreement, and authorizing the liquidation of Spartan
Municipal Income.
(b) Spartan Municipal Income agrees that as soon as reasonably practicable
after distribution of the Fidelity Municipal Income Shares, Spartan
Municipal Income shall be terminated as a series of Fidelity Union Street
Trust pursuant to its Amended and Restated Declaration of Trust, any
further actions shall be taken in connection therewith as required by
applicable law, and on and after the Closing Date Spartan Municipal Income
shall not conduct any business except in connection with its liquidation
and termination.
8. CONDITIONS TO OBLIGATIONS OF FIDELITY MUNICIPAL INCOME.
(a) That Spartan Municipal Income furnishes to Fidelity Municipal Income a
statement, dated as of the Closing Date, signed by an officer of Fidelity
Union Street Trust, certifying that as of the Valuation Time and the
Closing Date all representations and warranties of Spartan Municipal Income
made in this Agreement are true and correct in all material respects and
that Spartan Municipal Income has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to such dates;
(b) That Spartan Municipal Income furnishes Fidelity Municipal Income with
copies of the resolutions, certified by an officer of Fidelity Union Street
Trust, evidencing the adoption of this Agreement and the approval of the
transactions contemplated herein by the requisite vote of the holders of
the outstanding shares of beneficial interest of Spartan Municipal Income;
(c) That, on or prior to the Closing Date, Spartan Municipal Income will
declare one or more dividends or distributions which, together with all
previous such dividends or distributions attributable to its current
taxable year, shall have the effect of distributing to the shareholders of
Spartan Municipal Income substantially all of Spartan Municipal Income's
investment company taxable income and all of its net realized capital gain,
if any, as of the Closing Date;
(d) That Spartan Municipal Income shall deliver to Fidelity Municipal
Income at the Closing a statement of its assets and liabilities, together
with a list of its portfolio securities showing each such security's
adjusted tax basis and holding period by lot, with values determined as
provided in Section 4 of this Agreement, all as of the Valuation Time,
certified on Spartan Municipal Income's behalf by its Treasurer or
Assistant Treasurer;
(e) That Spartan Municipal Income's custodian shall deliver to Fidelity
Municipal Income a certificate identifying the assets of Spartan Municipal
Income held by such custodian as of the Valuation Time on the Closing Date
and stating that as of the Valuation Time: (i) the assets held by the
custodian will be transferred to Fidelity Municipal Income; (ii) Spartan
Municipal Income's assets have been duly endorsed in proper form for
transfer in such condition as to constitute good delivery thereof; and
(iii) to the best of the custodian's knowledge, all necessary taxes in
conjunction with the delivery of the assets, including all applicable
federal and state stock transfer stamps, if any, have been paid or
provision for payment has been made;
(f) That Spartan Municipal Income's transfer agent shall deliver to
Fidelity Municipal Income at the Closing a certificate setting forth the
number of shares of Spartan Municipal Income outstanding as of the
Valuation Time and the name and address of each holder of record of any
such shares and the number of shares held of record by each such
shareholder;
(g) That Spartan Municipal Income calls a meeting of its shareholders to
be held after the effective date of the Registration Statement, to consider
transferring its assets to Fidelity Municipal Income as herein provided,
adopting this Agreement, and authorizing the liquidation and termination of
Spartan Municipal Income;
(h) That Spartan Municipal Income delivers to Fidelity Municipal Income a
certificate of an officer of Fidelity Union Street Trust, dated as of the
Closing Date, that there has been no material adverse change in Spartan
Municipal Income's financial position since August 31, 1996, other than
changes in the market value of its portfolio securities, or changes due to
net redemptions of its shares, dividends paid, or losses from operations;
and
(i) That all of the issued and outstanding shares of beneficial interest
of Spartan Municipal Income shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the extent
that any audit of the records of Spartan Municipal Income or its transfer
agent by Fidelity Municipal Income or its agents shall have revealed
otherwise, Spartan Municipal Income shall have taken all actions that in
the opinion of Fidelity Municipal Income are necessary to remedy any prior
failure on the part of Spartan Municipal Income to have offered for sale
and sold such shares in conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF SPARTAN MUNICIPAL INCOME.
(a) That Fidelity Municipal Income shall have executed and delivered to
Spartan Municipal Income an Assumption of Liabilities, certified by an
officer of Fidelity Court Street Trust, dated as of the Closing Date
pursuant to which Fidelity Municipal Income will assume all of the
liabilities of Spartan Municipal Income existing at the Valuation Time in
connection with the transactions contemplated by this Agreement;
(b) That Fidelity Municipal Income furnishes to Spartan Municipal Income a
statement, dated as of the Closing Date, signed by an officer of Fidelity
Court Street Trust, certifying that as of the Valuation Time and the
Closing Date all representations and warranties of Fidelity Municipal
Income made in this Agreement are true and correct in all material
respects, and Fidelity Municipal Income has complied with all the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to such dates; and
(c) That Spartan Municipal Income shall have received an opinion of
Kirkpatrick & Lockhart LLP, counsel to Spartan Municipal Income and
Fidelity Municipal Income, to the effect that the Fidelity Municipal Income
Shares are duly authorized and upon delivery to Spartan Municipal Income as
provided in this Agreement will be validly issued and will be fully paid
and nonassessable by Fidelity Municipal Income (except as disclosed in
Fidelity Municipal Income's Statement of Additional Information) and
no shareholder of Fidelity Municipal Income has any preemptive right of
subscription or purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF FIDELITY MUNICIPAL INCOME AND SPARTAN
MUNICIPAL INCOME.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of the
holders of the outstanding shares of beneficial interest of Spartan
Municipal Income;
(b) That all consents of other parties and all other consents, orders, and
permits of federal, state, and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities,
including "no action" positions of such federal or state authorities)
deemed necessary by Fidelity Municipal Income or Spartan Municipal Income
to permit consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to
obtain any such consent, order, or permit would not involve a risk of a
material adverse effect on the assets or properties of Fidelity Municipal
Income or Spartan Municipal Income, provided that either party hereto may
for itself waive any of such conditions;
(c) That all proceedings taken by either fund in connection with the
transactions contemplated by this Agreement and all documents incidental
thereto shall be satisfactory in form and substance to it and its counsel,
Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of Fidelity Municipal Income and Spartan
Municipal Income, threatened by the Commission; and
(f) That Fidelity Municipal Income and Spartan Municipal Income shall have
received an opinion of Kirkpatrick & Lockhart LLP satisfactory to Fidelity
Municipal Income and Spartan Municipal Income that for federal income tax
purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and Spartan Municipal Income and Fidelity
Municipal Income will each be parties to the Reorganization under section
368(b) of the Code;
(ii) No gain or loss will be recognized by Spartan Municipal Income upon
the transfer of all of its assets to Fidelity Municipal Income in exchange
solely for the Fidelity Municipal Income Shares and the assumption of
Spartan Municipal Income's liabilities followed by the distribution of
those Fidelity Municipal Income Shares to the shareholders of Spartan
Municipal Income in liquidation of Spartan Municipal Income;
(iii) No gain or loss will be recognized by Fidelity Municipal Income on
the receipt of Spartan Municipal Income's assets in exchange solely for the
Fidelity Municipal Income Shares and the assumption of Spartan Municipal
Income's liabilities;
(iv) The basis of Spartan Municipal Income's assets in the hands of
Fidelity Municipal Income will be the same as the basis of such assets in
Spartan Municipal Income's hands immediately prior to the Reorganization;
(v) Fidelity Municipal Income's holding period in the assets to be
received from Spartan Municipal Income will include Spartan Municipal
Income's holding period in such assets;
(vi) A Spartan Municipal Income shareholder will recognize no gain or
loss on the exchange of his or her shares of beneficial interest in Spartan
Municipal Income for the Fidelity Municipal Income Shares in the
Reorganization;
(vii) A Spartan Municipal Income shareholder's basis in the Fidelity
Municipal Income Shares to be received by him or her will be the same as
his or her basis in the Spartan Municipal Income shares exchanged therefor;
(viii) A Spartan Municipal Income shareholder's holding period for his or
her Fidelity Municipal Income Shares will include the holding period of
Spartan Municipal Income shares exchanged, provided that those Spartan
Municipal Income shares were held as capital assets on the date of the
Reorganization.
Notwithstanding anything herein to the contrary, each of Spartan
Municipal Income and Fidelity Municipal Income may not waive the conditions
set forth in this subsection 10(f).
11. COVENANTS OF FIDELITY MUNICIPAL INCOME AND SPARTAN MUNICIPAL INCOME.
(a) Fidelity Municipal Income and Spartan Municipal Income each covenants
to operate its respective business in the ordinary course between the date
hereof and the Closing Date, it being understood that such ordinary course
of business will include the payment of customary dividends and
distributions;
(b) Spartan Municipal Income covenants that it is not acquiring the
Fidelity Municipal Income Shares for the purpose of making any distribution
other than in accordance with the terms of this Agreement;
(c) Spartan Municipal Income covenants that it will assist Fidelity
Municipal Income in obtaining such information as Fidelity Municipal Income
reasonably requests concerning the beneficial ownership of Spartan
Municipal Income's shares; and
(d) Spartan Municipal Income covenants that its liquidation and
termination will be effected in the manner provided in its Amended and
Restated Declaration of Trust in accordance with applicable law and after
the Closing Date, Spartan Municipal Income will not conduct any business
except in connection with its liquidation and termination.
12. TERMINATION; WAIVER.
Fidelity Municipal Income and Spartan Municipal Income may terminate this
Agreement by mutual agreement. In addition, either Fidelity Municipal
Income or Spartan Municipal Income may at its option terminate this
Agreement at or prior to the Closing Date because:
(i) of a material breach by the other of any representation, warranty, or
agreement contained herein to be performed at or prior to the Closing Date;
or
(ii) a condition herein expressed to be precedent to the obligations of
the terminating party has not been met and it reasonably appears that it
will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of Spartan Municipal Income or Fidelity Municipal
Income, or their respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter hereof,
constitutes the only understanding with respect to such subject matter, may
not be changed except by a letter of agreement signed by each party hereto
and shall be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Fidelity Municipal Income or
Spartan Municipal Income; provided, however, that following the
shareholders' meeting called by Spartan Municipal Income pursuant to
Section 7 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of Fidelity Municipal
Income Shares to be paid to Spartan Municipal Income shareholders under
this Agreement to the detriment of such shareholders without their further
approval.
(c) Either fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on the
interests of such fund's shareholders.
The representations, warranties, and covenants contained in the Agreement,
or in any document delivered pursuant hereto or in connection herewith,
shall survive the consummation of the transactions contemplated hereunder.
14. DECLARATIONS OF TRUST.
A copy of the Declaration of Trust of each fund, as restated and amended,
is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed
on behalf of the Trustees of each fund as trustees and not individually and
that the obligations of each Fund under this instrument are not binding
upon any of such fund's Trustees, officers, or shareholders individually
but are binding only upon the assets and property of such fund. Each fund
agrees that its obligations hereunder apply only to such fund and not to
its shareholders individually or to the Trustees of such fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
of any rights or obligations hereunder shall be made by any party without
the written consent of the other parties. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any
person, firm, or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason
of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by an appropriate officer.
SIGNATURE LINES OMITTED
EXHIBIT 2
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of
August 11, 1997 by and between Fidelity Union Street Trust, a Massachusetts
business trust, on behalf of one of its series Spartan Arizona Municipal
Income Fund (Spartan AZ Income), and Fidelity Court Street Trust, a
Massachusetts business trust, on behalf of one of it series Fidelity
Municipal Income Fund (Fidelity Municipal Income). Fidelity Union Street
Trust and Fidelity Court Street Trust may be referred to herein
collectively as the "Trusts" or each individually as the "Trust." The
trusts are duly organized business trusts under the laws of the
Commonwealth of Massachusetts with their principal place of business at 82
Devonshire Street, Boston, Massachusetts 02109. Spartan AZ Income and
Fidelity Municipal Income may be referred to herein collectively as the
"Funds" or each individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the Code). The reorganization will
comprise: (a) the transfer of all of the assets of Spartan AZ Income to
Fidelity Municipal Income solely in exchange for shares of beneficial
interest in Fidelity Municipal Income (the Fidelity Municipal Income
Shares) and the assumption by Fidelity Municipal Income of Spartan AZ
Income's liabilities; and (b) the constructive distribution of such shares
by Spartan AZ Income PRO RATA to its shareholders in complete liquidation
and termination of Spartan AZ Income in exchange for all of Spartan AZ
Income's outstanding shares. Spartan AZ Income shall receive shares of
Fidelity Municipal Income having an aggregate net asset value equal to the
value of the assets of Spartan AZ Income on the Closing Date (as defined in
Section 6), which Spartan AZ Income shall then distribute PRO RATA to its
shareholders. The foregoing transactions are referred to herein as the
"Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SPARTAN AZ INCOME. Spartan AZ Income
represents and warrants to and agrees with Fidelity Municipal Income that:
(a) Spartan AZ Income is a series of Fidelity Union Street Trust, a
business trust duly organized, validly existing, and in good standing under
the laws of the Commonwealth of Massachusetts, and has the power to own all
of its properties and assets and to carry out its obligations under this
Agreement. It has all necessary federal, state, and local authorizations to
carry on its business as now being conducted and to carry out this
Agreement;
(b) Fidelity Union Street Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and effect;
(c) The Prospectus and Statement of Additional Information of Spartan
AZ Income dated October 18, 1996 and Prospectus supplement dated A pril
18, 1997, previously furnished to Fidelity Municipal Income, did not and
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Spartan AZ Income, threatened against
Spartan AZ Income which assert liability on the part of Spartan AZ Income.
Spartan AZ Income knows of no facts which might form the basis for the
institution of such proceedings;
(e) Spartan AZ Income is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws, or,
to the knowledge of Spartan AZ Income, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Spartan AZ
Income is a party or by which Spartan AZ Income is bound or result in the
acceleration of any obligation or the imposition of any penalty under any
agreement, judgment or decree to which Spartan AZ Income is a party or is
bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Financial Highlights, and the
Schedule of Investments (including market values) of Spartan AZ Income at
August 31, 1996, have been audited by Coopers & Lybrand L.L.P., independent
accountants, and have been furnished to Fidelity Municipal Income together
with such unaudited financial statements and schedule of investments
(including market values) for the six month period ended February 28, 1997.
Said Statements of Assets and Liabilities and Schedule of Investments
fairly present the fund's financial position as of such date and said
Statement of Operations, Changes in Net Assets, and Financial Highlights
fairly reflect its results of operations, changes in financial position,
and financial highlights for the periods covered thereby in conformity with
generally accepted accounting principles consistently applied;
(g) Spartan AZ Income has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on its
statement of assets and liabilities as of August 31, 1996 and those
incurred in the ordinary course of Spartan AZ Income's business as an
investment company since August 31, 1996;
(h) The registration statement (Registration Statement) filed with the
Securities and Exchange Commission (Commission) by Fidelity Court Street
Trust on Form N-14 relating to the shares of Fidelity Municipal Income
issuable hereunder and the proxy statement of Spartan AZ Income included
therein (Proxy Statement), on the effective date of the Registration
Statement and insofar as they relate to Spartan AZ Income (i) comply in all
material respects with the provisions of the Securities Act of 1933, as
amended (the 1933 Act), the Securities Exchange Act of 1934, as amended
(the 1934 Act), and the 1940 Act, and the rules and regulations thereunder,
and (ii) do not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and at the time of the shareholders'
meeting referred to in Section 7 and on the Closing Date, the prospectus
contained in the Registration Statement of which the Proxy Statement is a
part (the Prospectus), as amended or supplemented, insofar as it relates to
Spartan AZ Income, does not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading;
(i) All material contracts and commitments of Spartan AZ Income (other
than this Agreement) will be terminated without liability to Spartan AZ
Income prior to the Closing Date (other than those made in connection with
redemptions of shares and the purchase and sale of portfolio securities
made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Spartan AZ
Income of the transactions contemplated by this Agreement, except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and
state securities or blue sky laws (which term as used herein shall include
the District of Columbia and Puerto Rico);
(k) Spartan AZ Income has filed or will file all federal and state tax
returns which, to the knowledge of Spartan AZ Income's officers, are
required to be filed by Spartan AZ Income and has paid or will pay all
federal and state taxes shown to be due on said returns or provision shall
have been made for the payment thereof, and, to the best of Spartan AZ
Income's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns;
(l) Spartan AZ Income has met the requirements of Subchapter M of the Code
for qualification and treatment as a regulated investment company for all
prior taxable years and intends to meet such requirements for its current
taxable year ending on the Closing Date;
(m) All of the issued and outstanding shares of Spartan AZ Income are, and
at the Closing Date will be, duly and validly issued and outstanding and
fully paid and nonassessable as a matter of Massachusetts law (except as
disclosed in the fund's Statement of Additional Information), and have been
offered for sale and in conformity with all applicable federal securities
laws. All of the issued and outstanding shares of Spartan AZ Income will,
at the Closing Date, be held by the persons and in the amounts set forth in
the list of shareholders submitted to Fidelity Municipal Income in
accordance with this Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, Spartan AZ Income will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio securities
and any other assets of Spartan AZ Income to be transferred to Fidelity
Municipal Income pursuant to this Agreement. As of the Closing Date,
subject only to the delivery of Spartan AZ Income's portfolio securities
and any such other assets as contemplated by this Agreement, Fidelity
Municipal Income will acquire Spartan AZ Income's portfolio securities and
any such other assets subject to no encumbrances, liens, or security
interests (except for those that may arise in the ordinary course and are
disclosed to Fidelity Municipal Income) and without any restrictions upon
the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Spartan AZ Income, and this Agreement constitutes a
valid and binding obligation of Spartan AZ Income enforceable in accordance
with its terms, subject to shareholder approval.
2. REPRESENTATIONS AND WARRANTIES OF FIDELITY MUNICIPAL INCOME. Fidelity
Municipal Income represents and warrants to and agrees with Spartan AZ
Income that:
(a) Fidelity Municipal Income is a series of Fidelity Court Street Trust,
a business trust duly organized, validly existing, and in good standing
under the laws of the Commonwealth of Massachusetts, and has the power to
own all of its properties and assets and to carry out its obligations under
this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to carry
out this Agreement;
(b) Fidelity Court Street Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is in
full force and effect;
(c ) The Prospectus and Statement of Additional Information of Fidelity
Municipal Income, dated February 28, 1997 and Prospectus suppleme nt
dated April 1, 1997, previously furnished to Spartan AZ Income did not and
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Fidelity Municipal Income, threatened
against Fidelity Municipal Income which assert liability on the part of
Fidelity Municipal Income. Fidelity Municipal Income knows of no facts
which might form the basis for the institution of such proceedings;
(e) Fidelity Municipal Income is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws, or,
to the knowledge of Fidelity Municipal Income, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Fidelity
Municipal Income is a party or by which Fidelity Municipal Income is bound
or result in the acceleration of any obligation or the imposition of any
penalty under any agreement, judgment, or decree to which Fidelity
Municipal Income is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Financial Highlights, and the
Schedule of Investments (including market values) of Fidelity Municipal
Income at November 30, 1996, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and have been furnished to Spartan AZ Income. Said
Statements of Assets and Liabilities and Schedule of Investments fairly
present its financial position as of such date and said Statement of
Operations, Changes in Net Assets, and Financial Highlights fairly reflect
its results of operations, changes in financial position, and financial
highlights for the periods covered thereby in conformity with generally
accepted accounting principles consistently applied;
(g) Fidelity Municipal Income has no known liabilities of a material
nature, contingent or otherwise, other than those shown as belonging to it
on its statement of assets and liabilities as of November 30, 1996 and
those incurred in the ordinary course of Fidelity Municipal Income's
business as an investment company since November 30, 1996;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Fidelity
Municipal Income of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act,
and state securities or blue sky laws (which term as used herein shall
include the District of Columbia and Puerto Rico);
(i) Fidelity Municipal Income has filed or will file all federal and state
tax returns which, to the knowledge of Fidelity Municipal Income's
officers, are required to be filed by Fidelity Municipal Income and has
paid or will pay all federal and state taxes shown to be due on said
returns or provision shall have been made for the payment thereof, and, to
the best of Fidelity Municipal Income's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to
such returns;
(j) Fidelity Municipal Income has met the requirements of Subchapter M of
the Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for its
current taxable year ending on November 30, 1997;
(k) As of the Closing Date, the shares of beneficial interest of Fidelity
Municipal Income to be issued to Spartan AZ Income will have been duly
authorized and, when issued and delivered pursuant to this Agreement, will
be legally and validly issued and will be fully paid and nonassessable
(except as disclosed in the fund's Statement of Additional Information) by
Fidelity Municipal Income, and no shareholder of Fidelity Municipal Income
will have any preemptive right of subscription or purchase in respect
thereof;
(l) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Fidelity Municipal Income, and this Agreement
constitutes a valid and binding obligation of Fidelity Municipal Income
enforceable in accordance with its terms, subject to approval by the
shareholders of Spartan AZ Income;
(m) The Registration Statement and the Proxy Statement, on the effective
date of the Registration Statement and insofar as they relate to Fidelity
Municipal Income, (i) will comply in all material respects with the
provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and the rules
and regulations thereunder, and (ii) will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and at
the time of the shareholders' meeting referred to in Section 7 and on the
Closing Date, the Prospectus, as amended or supplemented, insofar as it
relates to Fidelity Municipal Income, will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(n) The issuance of the Fidelity Municipal Income Shares pursuant to this
Agreement will be in compliance with all applicable federal securities
laws; and
(o) All of the issued and outstanding shares of beneficial interest of
Fidelity Municipal Income have been offered for sale and sold in conformity
with the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of Spartan AZ
Income and to the other terms and conditions contained herein, Spartan AZ
Income agrees to assign, sell, convey, transfer, and deliver to Fidelity
Municipal Income as of the Closing Date all of the assets of Spartan AZ
Income of every kind and nature existing on the Closing Date. Fidelity
Municipal Income agrees in exchange therefor: (i) to assume all of Spartan
AZ Income's liabilities existing on or after the Closing Date, whether or
not determinable on the Closing Date, and (ii) to issue and deliver to
Spartan AZ Income the number of full and fractional shares of Fidelity
Municipal Income having an aggregate net asset value equal to the value of
the assets of Spartan AZ Income transferred hereunder, less the value of
the liabilities of Spartan AZ Income, determined as provided for under
Section 4.
(b) The assets of Spartan AZ Income to be acquired by Fidelity Municipal
Income shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest or dividends receivable),
claims, choses in action, and other property owned by Spartan AZ Income,
and any deferred or prepaid expenses shown as an asset on the books of
Spartan AZ Income on the Closing Date. Spartan AZ Income will pay or cause
to be paid to Fidelity Municipal Income any dividend or interest payments
received by it on or after the Closing Date with respect to the assets
transferred to Fidelity Municipal Income hereunder, and Fidelity Municipal
Income will retain any dividend or interest payments received by it after
the Valuation Time with respect to the assets transferred hereunder without
regard to the payment date thereof.
(c) The liabilities of Spartan AZ Income to be assumed by Fidelity
Municipal Income shall include (except as otherwise provided for herein)
all of Spartan AZ Income's liabilities, debts, obligations, and duties, of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in this Agreement. Notwithstanding the foregoing,
Spartan AZ Income agrees to use its best efforts to discharge all of its
known liabilities prior to the Closing Date, other than liabilities
incurred in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), Spartan AZ Income will
constructively distribute PRO RATA to its shareholders of record,
determined as of the Valuation Time on the Closing Date, the Fidelity
Municipal Income Shares in exchange for such shareholders' shares of
beneficial interest in Spartan AZ Income and Spartan AZ Income will be
liquidated in accordance with Spartan AZ Income's Amended and Restated
Declaration of Trust. Such distribution shall be accomplished by the funds'
transfer agent opening accounts on Fidelity Municipal Income's share
transfer books in the names of the Spartan AZ Income shareholders and
transferring the Fidelity Municipal Income Shares thereto. Each Spartan AZ
Income shareholder's account shall be credited with the respective PRO RATA
number of full and fractional (rounded to the third decimal place) Fidelity
Municipal Income Shares due that shareholder. All outstanding Spartan AZ
Income shares, including any represented by certificates, shall
simultaneously be canceled on Spartan AZ Income's share transfer records.
Fidelity Municipal Income shall not issue certificates representing the
Fidelity Municipal Income Shares in connection with the Reorganization.
(e) Any reporting responsibility of Spartan AZ Income is and shall remain
its responsibility up to and including the date on which it is terminated.
(f) Any transfer taxes payable upon issuance of the Fidelity Municipal
Income Shares in a name other than that of the registered holder on Spartan
AZ Income's books of the Spartan AZ Income shares constructively exchanged
for the Fidelity Municipal Income Shares shall be paid by the person to
whom such Fidelity Municipal Income Shares are to be issued, as a condition
of such transfer.
4. VALUATION.
(a) The Valuation Time shall be 4:00 p.m. Eastern time on the Closing
Date, or such other date as may be mutually agreed upon in writing by the
parties hereto (the Valuation Time).
(b) As of the Closing Date, Fidelity Municipal Income will deliver to
Spartan AZ Income the number of Fidelity Municipal Income Shares having an
aggregate net asset value equal to the value of the assets of Spartan AZ
Income transferred hereunder less the liabilities of Spartan AZ Income,
determined as provided in this Section 4.
(c) The net asset value per share of the Fidelity Municipal Income Shares
to be delivered to Spartan AZ Income, the value of the assets of Spartan AZ
Income transferred hereunder, and the value of the liabilities of Spartan
AZ Income to be assumed hereunder shall in each case be determined as of
the Valuation Time.
(d) The net asset value per share of the Fidelity Municipal Income Shares
shall be computed in the manner set forth in the then-current Fidelity
Municipal Income Prospectus and Statement of Additional Information, and
the value of the assets and liabilities of Spartan AZ Income shall be
computed in the manner set forth in the then-current Spartan AZ Income
Prospectus and Statement of Additional Information.
(e) All computations pursuant to this Section shall be made by or under
the direction of Fidelity Service Company, Inc., a wholly owned subsidiary
of FMR Corp., in accordance with its regular practice as pricing agent for
Spartan AZ Income and Fidelity Municipal Income.
5. FEES; EXPENSES.
(a) Pursuant to Spartan AZ Income's all-inclusive management contract with
Fidelity Management & Research Company (FMR), FMR will pay all fees and
expenses, including legal, accounting, printing, filing, and proxy
solicitation expenses, portfolio transfer taxes (if any), or other similar
expenses incurred in connection with the transactions contemplated by this
Agreement (but not including costs incurred in connection with the purchase
or sale of portfolio securities). Any merger-related expenses which may be
attributable to Fidelity Municipal Income will be borne by Fidelity
Municipal Income.
(b) Each of Fidelity Municipal Income and Spartan AZ Income represents
that there is no person who has dealt with it who by reason of such
dealings is entitled to any broker's or finder's or other similar fee or
commission arising out of the transactions contemplated by this Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to consummate
the same (the Closing), unless otherwise provided herein, shall occur at
the principal office of the Trusts, 82 Devonshire Street, Boston,
Massachusetts, as of the Valuation Time on October 23, 1997, or at some
other time, date, and place agreed to by Spartan AZ Income and Fidelity
Municipal Income (the Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the funds is closed to trading, or (ii) trading thereon
is restricted, or (iii) trading or the reporting of trading on said market
or elsewhere is disrupted, all so that accurate appraisal of the total net
asset value of Spartan AZ Income and the net asset value per share of
Fidelity Municipal Income is impracticable, the Valuation Time and the
Closing Date shall be postponed until the first business day after the day
when such trading shall have been fully resumed and such reporting shall
have been restored, or such other date as the parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF SPARTAN AZ INCOME.
(a) Spartan AZ Income agrees to call a meeting of its shareholders after
the effective date of the Registration Statement, to consider transferring
its assets to Fidelity Municipal Income as herein provided, adopting this
Agreement, and authorizing the liquidation of Spartan AZ Income.
(b) Spartan AZ Income agrees that as soon as reasonably practicable after
distribution of the Fidelity Municipal Income Shares, Spartan AZ Income
shall be terminated as a series of Fidelity Union Street Trust pursuant to
its Amended and Restated Declaration of Trust, any further actions shall be
taken in connection therewith as required by applicable law, and on and
after the Closing Date Spartan AZ Income shall not conduct any business
except in connection with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF FIDELITY MUNICIPAL INCOME.
(a) That Spartan AZ Income furnishes to Fidelity Municipal Income a
statement, dated as of the Closing Date, signed by an officer of Fidelity
Union Street Trust, certifying that as of the Valuation Time and the
Closing Date all representations and warranties of Spartan AZ Income made
in this Agreement are true and correct in all material respects and that
Spartan AZ Income has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to such
dates;
(b) That Spartan AZ Income furnishes Fidelity Municipal Income with copies
of the resolutions, certified by an officer of Fidelity Union Street Trust,
evidencing the adoption of this Agreement and the approval of the
transactions contemplated herein by the requisite vote of the holders of
the outstanding shares of beneficial interest of Spartan AZ Income;
(c) That, on or prior to the Closing Date, Spartan AZ Income will declare
one or more dividends or distributions which, together with all previous
such dividends or distributions attributable to its current taxable year,
shall have the effect of distributing to the shareholders of Spartan AZ
Income substantially all of Spartan AZ Income's investment company taxable
income and all of its net realized capital gain, if any, as of the Closing
Date;
(d) That Spartan AZ Income shall deliver to Fidelity Municipal Income at
the Closing a statement of its assets and liabilities, together with a list
of its portfolio securities showing each such security's adjusted tax basis
and holding period by lot, with values determined as provided in Section 4
of this Agreement, all as of the Valuation Time, certified on Spartan AZ
Income's behalf by its Treasurer or Assistant Treasurer;
(e) That Spartan AZ Income's custodian shall deliver to Fidelity Municipal
Income a certificate identifying the assets of Spartan AZ Income held by
such custodian as of the Valuation Time on the Closing Date and stating
that as of the Valuation Time: (i) the assets held by the custodian will be
transferred to Fidelity Municipal Income; (ii) Spartan AZ Income's assets
have been duly endorsed in proper form for transfer in such condition as to
constitute good delivery thereof; and (iii) to the best of the custodian's
knowledge, all necessary taxes in conjunction with the delivery of the
assets, including all applicable federal and state stock transfer stamps,
if any, have been paid or provision for payment has been made;
(f) That Spartan AZ Income's transfer agent shall deliver to Fidelity
Municipal Income at the Closing a certificate setting forth the number of
shares of Spartan AZ Income outstanding as of the Valuation Time and the
name and address of each holder of record of any such shares and the number
of shares held of record by each such shareholder;
(g) That Spartan AZ Income calls a meeting of its shareholders to be held
after the effective date of the Registration Statement, to consider
transferring its assets to Fidelity Municipal Income as herein provided,
adopting this Agreement, and authorizing the liquidation and termination of
Spartan AZ Income;
(h) That Spartan AZ Income delivers to Fidelity Municipal Income a
certificate of an officer of Fidelity Union Street Trust, dated as of the
Closing Date, that there has been no material adverse change in Spartan AZ
Income's financial position since August 31, 1996, other than changes in
the market value of its portfolio securities, or changes due to net
redemptions of its shares, dividends paid, or losses from operations; and
(i) That all of the issued and outstanding shares of beneficial interest
of Spartan AZ Income shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the extent
that any audit of the records of Spartan AZ Income or its transfer agent by
Fidelity Municipal Income or its agents shall have revealed otherwise,
Spartan AZ Income shall have taken all actions that in the opinion of
Fidelity Municipal Income are necessary to remedy any prior failure on the
part of Spartan AZ Income to have offered for sale and sold such shares in
conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF SPARTAN AZ INCOME.
(a) That Fidelity Municipal Income shall have executed and delivered to
Spartan AZ Income an Assumption of Liabilities, certified by an officer of
Fidelity Court Street Trust, dated as of the Closing Date pursuant to which
Fidelity Municipal Income will assume all of the liabilities of Spartan AZ
Income existing at the Valuation Time in connection with the transactions
contemplated by this Agreement;
(b) That Fidelity Municipal Income furnishes to Spartan AZ Income a
statement, dated as of the Closing Date, signed by an officer of Fidelity
Court Street Trust, certifying that as of the Valuation Time and the
Closing Date all representations and warranties of Fidelity Municipal
Income made in this Agreement are true and correct in all material
respects, and Fidelity Municipal Income has complied with all the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to such dates; and
(c) That Spartan AZ Income shall have received an opinion of Kirkpatrick &
Lockhart LLP, counsel to Spartan AZ Income and Fidelity Municipal Income,
to the effect that the Fidelity Municipal Income Shares are duly authorized
and upon delivery to Spartan AZ Income as provided in this Agreement will
be validly issued and will be fully paid and nonassessable by Fidelity
Municipal Income (except as disclosed in Fidelity Municipal Income's
Statement of Additional Information) and no shareholder of Fidelity
Municipal Income has any preemptive right of subscription or purchase in
respect thereof.
10. CONDITIONS TO OBLIGATIONS OF FIDELITY MUNICIPAL INCOME AND SPARTAN AZ
INCOME.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of the
holders of the outstanding shares of beneficial interest of Spartan AZ
Income;
(b) That all consents of other parties and all other consents, orders, and
permits of federal, state, and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities,
including "no action" positions of such federal or state authorities)
deemed necessary by Fidelity Municipal Income or Spartan AZ Income to
permit consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to
obtain any such consent, order, or permit would not involve a risk of a
material adverse effect on the assets or properties of Fidelity Municipal
Income or Spartan AZ Income, provided that either party hereto may for
itself waive any of such conditions;
(c) That all proceedings taken by either fund in connection with the
transactions contemplated by this Agreement and all documents incidental
thereto shall be satisfactory in form and substance to it and its counsel,
Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of Fidelity Municipal Income and Spartan AZ
Income, threatened by the Commission; and
(f) That Fidelity Municipal Income and Spartan AZ Income shall have
received an opinion of Kirkpatrick & Lockhart LLP satisfactory to Fidelity
Municipal Income and Spartan AZ Income that for federal income tax
purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and Spartan AZ Income and Fidelity Municipal
Income will each be parties to the Reorganization under section 368(b) of
the Code;
(ii) No gain or loss will be recognized by Spartan AZ Income upon the
transfer of all of its assets to Fidelity Municipal Income in exchange
solely for the Fidelity Municipal Income Shares and the assumption of
Spartan AZ Income's liabilities followed by the distribution of those
Fidelity Municipal Income Shares to the shareholders of Spartan AZ Income
in liquidation of Spartan AZ Income;
(iii) No gain or loss will be recognized by Fidelity Municipal Income on
the receipt of Spartan AZ Income's assets in exchange solely for the
Fidelity Municipal Income Shares and the assumption of Spartan AZ Income's
liabilities;
(iv) The basis of Spartan AZ Income's assets in the hands of Fidelity
Municipal Income will be the same as the basis of such assets in Spartan AZ
Income's hands immediately prior to the Reorganization;
(v) Fidelity Municipal Income's holding period in the assets to be
received from Spartan AZ Income will include Spartan AZ Income's holding
period in such assets;
(vi) A Spartan AZ Income shareholder will recognize no gain or loss on
the exchange of his or her shares of beneficial interest in Spartan AZ
Income for the Fidelity Municipal Income Shares in the Reorganization;
(vii) A Spartan AZ Income shareholder's basis in the Fidelity Municipal
Income Shares to be received by him or her will be the same as his or her
basis in the Spartan AZ Income shares exchanged therefor;
(viii) A Spartan AZ Income shareholder's holding period for his or her
Fidelity Municipal Income Shares will include the holding period of Spartan
AZ Income shares exchanged, provided that those Spartan AZ Income shares
were held as capital assets on the date of the Reorganization.
Notwithstanding anything herein to the contrary, each of Spartan AZ Income
and Fidelity Municipal Income may not waive the conditions set forth in
this subsection 10(f).
11. COVENANTS OF FIDELITY MUNICIPAL INCOME AND SPARTAN AZ INCOME.
(a) Fidelity Municipal Income and Spartan AZ Income each covenants to
operate its respective business in the ordinary course between the date
hereof and the Closing Date, it being understood that such ordinary course
of business will include the payment of customary dividends and
distributions;
(b) Spartan AZ Income covenants that it is not acquiring the Fidelity
Municipal Income Shares for the purpose of making any distribution other
than in accordance with the terms of this Agreement;
(c) Spartan AZ Income covenants that it will assist Fidelity Municipal
Income in obtaining such information as Fidelity Municipal Income
reasonably requests concerning the beneficial ownership of Spartan AZ
Income's shares; and
(d) Spartan AZ Income covenants that its liquidation and termination will
be effected in the manner provided in its Amended and Restated Declaration
of Trust in accordance with applicable law and after the Closing Date,
Spartan AZ Income will not conduct any business except in connection with
its liquidation and termination.
12. TERMINATION; WAIVER.
Fidelity Municipal Income and Spartan AZ Income may terminate this
Agreement by mutual agreement. In addition, either Fidelity Municipal
Income or Spartan AZ Income may at its option terminate this Agreement at
or prior to the Closing Date because:
(i) of a material breach by the other of any representation, warranty, or
agreement contained herein to be performed at or prior to the Closing Date;
or
(ii) a condition herein expressed to be precedent to the obligations of
the terminating party has not been met and it reasonably appears that it
will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of Spartan AZ Income or Fidelity Municipal Income, or
their respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter hereof,
constitutes the only understanding with respect to such subject matter, may
not be changed except by a letter of agreement signed by each party hereto
and shall be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Fidelity Municipal Income or
Spartan AZ Income; provided, however, that following the shareholders'
meeting called by Spartan AZ Income pursuant to Section 7 of this
Agreement, no such amendment may have the effect of changing the provisions
for determining the number of Fidelity Municipal Income Shares to be paid
to Spartan AZ Income shareholders under this Agreement to the detriment of
such shareholders without their further approval.
(c) Either fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on the
interests of such fund's shareholders.
The representations, warranties, and covenants contained in the Agreement,
or in any document delivered pursuant hereto or in connection herewith,
shall survive the consummation of the transactions contemplated hereunder.
14. DECLARATIONS OF TRUST.
A copy of the Declaration of Trust of each fund, as restated and amended,
is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed
on behalf of the Trustees of each fund as trustees and not individually and
that the obligations of each Fund under this instrument are not binding
upon any of such fund's Trustees, officers, or shareholders individually
but are binding only upon the assets and property of such fund. Each fund
agrees that its obligations hereunder apply only to such fund and not to
its shareholders individually or to the Trustees of such fund.
15 ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
of any rights or obligations hereunder shall be made by any party without
the written consent of the other parties. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any
person, firm, or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason
of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by an appropriate officer.
SIGNATURE LINES OMITTED
EXHIBIT 3
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of
August 11, 1997 by and between Fidelity Union Street Trust, a Massachusetts
business trust, on behalf of one of its series Spartan Maryland Municipal
Income Fund (Spartan MD Income), and Fidelity Court Street Trust, a
Massachusetts business trust, on behalf of one of it series Fidelity
Municipal Income Fund (Fidelity Municipal Income). Fidelity Union Street
Trust and Fidelity Court Street Trust may be referred to herein
collectively as the "Trusts" or each individually as the "Trust." The
trusts are duly organized business trusts under the laws of the
Commonwealth of Massachusetts with their principal place of business at 82
Devonshire Street, Boston, Massachusetts 02109. Spartan MD Income and
Fidelity Municipal Income may be referred to herein collectively as the
"Funds" or each individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended (the Code). The reorganization will
comprise: (a) the transfer of all of the assets of Spartan MD Income to
Fidelity Municipal Income solely in exchange for shares of beneficial
interest in Fidelity Municipal Income (the Fidelity Municipal Income
Shares) and the assumption by Fidelity Municipal Income of Spartan MD
Income's liabilities; and (b) the constructive distribution of such shares
by Spartan MD Income PRO RATA to its shareholders in complete liquidation
and termination of Spartan MD Income in exchange for all of Spartan MD
Income's outstanding shares. Spartan MD Income shall receive shares of
Fidelity Municipal Income having an aggregate net asset value equal to the
value of the assets of Spartan MD Income on the Closing Date (as defined in
Section 6), which Spartan MD Income shall then distribute PRO RATA to its
shareholders. The foregoing transactions are referred to herein as the
"Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SPARTAN MD INCOME. Spartan MD Income
represents and warrants to and agrees with Fidelity Municipal Income that:
(a) Spartan MD Income is a series of Fidelity Union Street Trust, a
business trust duly organized, validly existing, and in good standing under
the laws of the Commonwealth of Massachusetts, and has the power to own all
of its properties and assets and to carry out its obligations under this
Agreement. It has all necessary federal, state, and local authorizations to
carry on its business as now being conducted and to carry out this
Agreement;
(b) Fidelity Union Street Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and effect;
(c) The Prospectus and Statement of Additional Information of Spartan MD
Income dated October 18, 1996 and Prospectus supplement dat ed
April 18, 1997, previously furnished to Fidelity Municipal Income, did not
and does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Spartan MD Income, threatened against
Spartan MD Income which assert liability on the part of Spartan MD Income.
Spartan MD Income knows of no facts which might form the basis for the
institution of such proceedings;
(e) Spartan MD Income is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws, or,
to the knowledge of Spartan MD Income, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Spartan MD
Income is a party or by which Spartan MD Income is bound or result in the
acceleration of any obligation or the imposition of any penalty under any
agreement, judgment or decree to which Spartan MD Income is a party or is
bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Financial Highlights, and the
Schedule of Investments (including market values) of Spartan MD Income at
August 31, 1996, have been audited by Coopers & Lybrand L.L.P., independent
accountants, and have been furnished to Fidelity Municipal Income together
with such unaudited financial statements and schedule of investments
(including market values) for the six month period ended February 28, 1997.
Said Statements of Assets and Liabilities and Schedule of Investments
fairly present the fund's financial position as of such date and said
Statement of Operations, Changes in Net Assets, and Financial Highlights
fairly reflect its results of operations, changes in financial position,
and financial highlights for the periods covered thereby in conformity with
generally accepted accounting principles consistently applied;
(g) Spartan MD Income has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on its
statement of assets and liabilities as of August 31, 1996 and those
incurred in the ordinary course of Spartan MD Income's business as an
investment company since August 31, 1996;
(h) The registration statement (Registration Statement) filed with the
Securities and Exchange Commission (Commission) by Fidelity Court Street
Trust on Form N-14 relating to the shares of Fidelity Municipal Income
issuable hereunder and the proxy statement of Spartan MD Income included
therein (Proxy Statement), on the effective date of the Registration
Statement and insofar as they relate to Spartan MD Income (i) comply in all
material respects with the provisions of the Securities Act of 1933, as
amended (the 1933 Act), the Securities Exchange Act of 1934, as amended
(the 1934 Act), and the 1940 Act, and the rules and regulations thereunder,
and (ii) do not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and at the time of the shareholders'
meeting referred to in Section 7 and on the Closing Date, the prospectus
contained in the Registration Statement of which the Proxy Statement is a
part (the Prospectus), as amended or supplemented, insofar as it relates to
Spartan MD Income, does not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading;
(i) All material contracts and commitments of Spartan MD Income (other
than this Agreement) will be terminated without liability to Spartan MD
Income prior to the Closing Date (other than those made in connection with
redemptions of shares and the purchase and sale of portfolio securities
made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Spartan MD
Income of the transactions contemplated by this Agreement, except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and
state securities or blue sky laws (which term as used herein shall include
the District of Columbia and Puerto Rico);
(k) Spartan MD Income has filed or will file all federal and state tax
returns which, to the knowledge of Spartan MD Income's officers, are
required to be filed by Spartan MD Income and has paid or will pay all
federal and state taxes shown to be due on said returns or provision shall
have been made for the payment thereof, and, to the best of Spartan MD
Income's knowledge, no such return is currently under audit and no
assessment has been asserted with respect to such returns;
(l) Spartan MD Income has met the requirements of Subchapter M of the Code
for qualification and treatment as a regulated investment company for all
prior taxable years and intends to meet such requirements for its current
taxable year ending on the Closing Date;
(m) All of the issued and outstanding shares of Spartan MD Income are, and
at the Closing Date will be, duly and validly issued and outstanding and
fully paid and nonassessable as a matter of Massachusetts law (except as
disclosed in the fund's Statement of Additional Information), and have been
offered for sale and in conformity with all applicable federal securities
laws. All of the issued and outstanding shares of Spartan MD Income will,
at the Closing Date, be held by the persons and in the amounts set forth in
the list of shareholders submitted to Fidelity Municipal Income in
accordance with this Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, Spartan MD Income will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio securities
and any other assets of Spartan MD Income to be transferred to Fidelity
Municipal Income pursuant to this Agreement. As of the Closing Date,
subject only to the delivery of Spartan MD Income's portfolio securities
and any such other assets as contemplated by this Agreement, Fidelity
Municipal Income will acquire Spartan MD Income's portfolio securities and
any such other assets subject to no encumbrances, liens, or security
interests (except for those that may arise in the ordinary course and are
disclosed to Fidelity Municipal Income) and without any restrictions upon
the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Spartan MD Income, and this Agreement constitutes a
valid and binding obligation of Spartan MD Income enforceable in accordance
with its terms, subject to shareholder approval.
2. REPRESENTATIONS AND WARRANTIES OF FIDELITY MUNICIPAL INCOME. Fidelity
Municipal Income represents and warrants to and agrees with Spartan MD
Income that:
(a) Fidelity Municipal Income is a series of Fidelity Court Street Trust,
a business trust duly organized, validly existing, and in good standing
under the laws of the Commonwealth of Massachusetts, and has the power to
own all of its properties and assets and to carry out its obligations under
this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to carry
out this Agreement;
(b) Fidelity Court Street Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is in
full force and effect;
(c) The Prospectus and Statement of Additional Information of Fidelity
Municipal Income, dated February 28, 1997 and Prospectus supplement
dated April 1, 1997, previously furnished to Spartan MD Income did not
and does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Fidelity Municipal Income, threatened
against Fidelity Municipal Income which assert liability on the part of
Fidelity Municipal Income. Fidelity Municipal Income knows of no facts
which might form the basis for the institution of such proceedings;
(e) Fidelity Municipal Income is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws, or,
to the knowledge of Fidelity Municipal Income, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Fidelity
Municipal Income is a party or by which Fidelity Municipal Income is bound
or result in the acceleration of any obligation or the imposition of any
penalty under any agreement, judgment, or decree to which Fidelity
Municipal Income is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Financial Highlights, and the
Schedule of Investments (including market values) of Fidelity Municipal
Income at November 30, 1996, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, and have been furnished to Spartan MD Income. Said
Statements of Assets and Liabilities and Schedule of Investments fairly
present its financial position as of such date and said Statement of
Operations, Changes in Net Assets, and Financial Highlights fairly reflect
its results of operations, changes in financial position, and financial
highlights for the periods covered thereby in conformity with generally
accepted accounting principles consistently applied;
(g) Fidelity Municipal Income has no known liabilities of a material
nature, contingent or otherwise, other than those shown as belonging to it
on its statement of assets and liabilities as of November 30, 1996 and
those incurred in the ordinary course of Fidelity Municipal Income's
business as an investment company since November 30, 1996;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Fidelity
Municipal Income of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act,
and state securities or blue sky laws (which term as used herein shall
include the District of Columbia and Puerto Rico);
(i) Fidelity Municipal Income has filed or will file all federal and state
tax returns which, to the knowledge of Fidelity Municipal Income's
officers, are required to be filed by Fidelity Municipal Income and has
paid or will pay all federal and state taxes shown to be due on said
returns or provision shall have been made for the payment thereof, and, to
the best of Fidelity Municipal Income's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to
such returns;
(j) Fidelity Municipal Income has met the requirements of Subchapter M of
the Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for its
current taxable year ending on November 30, 1997;
(k) As of the Closing Date, the shares of beneficial interest of Fidelity
Municipal Income to be issued to Spartan MD Income will have been duly
authorized and, when issued and delivered pursuant to this Agreement, will
be legally and validly issued and will be fully paid and nonassessable
(except as disclosed in the fund's Statement of Additional Information) by
Fidelity Municipal Income, and no shareholder of Fidelity Municipal Income
will have any preemptive right of subscription or purchase in respect
thereof;
(l) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Fidelity Municipal Income, and this Agreement
constitutes a valid and binding obligation of Fidelity Municipal Income
enforceable in accordance with its terms, subject to approval by the
shareholders of Spartan MD Income;
(m) The Registration Statement and the Proxy Statement, on the effective
date of the Registration Statement and insofar as they relate to Fidelity
Municipal Income, (i) will comply in all material respects with the
provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and the rules
and regulations thereunder, and (ii) will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and at
the time of the shareholders' meeting referred to in Section 7 and on the
Closing Date, the Prospectus, as amended or supplemented, insofar as it
relates to Fidelity Municipal Income, will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(n) The issuance of the Fidelity Municipal Income Shares pursuant to this
Agreement will be in compliance with all applicable federal securities
laws; and
(o) All of the issued and outstanding shares of beneficial interest of
Fidelity Municipal Income have been offered for sale and sold in conformity
with the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of Spartan MD
Income and to the other terms and conditions contained herein, Spartan MD
Income agrees to assign, sell, convey, transfer, and deliver to Fidelity
Municipal Income as of the Closing Date all of the assets of Spartan MD
Income of every kind and nature existing on the Closing Date. Fidelity
Municipal Income agrees in exchange therefor: (i) to assume all of Spartan
MD Income's liabilities existing on or after the Closing Date, whether or
not determinable on the Closing Date, and (ii) to issue and deliver to
Spartan MD Income the number of full and fractional shares of Fidelity
Municipal Income having an aggregate net asset value equal to the value of
the assets of Spartan MD Income transferred hereunder, less the value of
the liabilities of Spartan MD Income, determined as provided for under
Section 4.
(b) The assets of Spartan MD Income to be acquired by Fidelity Municipal
Income shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest or dividends receivable),
claims, choses in action, and other property owned by Spartan MD Income,
and any deferred or prepaid expenses shown as an asset on the books of
Spartan MD Income on the Closing Date. Spartan MD Income will pay or cause
to be paid to Fidelity Municipal Income any dividend or interest payments
received by it on or after the Closing Date with respect to the assets
transferred to Fidelity Municipal Income hereunder, and Fidelity Municipal
Income will retain any dividend or interest payments received by it after
the Valuation Time with respect to the assets transferred hereunder without
regard to the payment date thereof.
(c) The liabilities of Spartan MD Income to be assumed by Fidelity
Municipal Income shall include (except as otherwise provided for herein)
all of Spartan MD Income's liabilities, debts, obligations, and duties, of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in this Agreement. Notwithstanding the foregoing,
Spartan MD Income agrees to use its best efforts to discharge all of its
known liabilities prior to the Closing Date, other than liabilities
incurred in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), Spartan MD Income will
constructively distribute PRO RATA to its shareholders of record,
determined as of the Valuation Time on the Closing Date, the Fidelity
Municipal Income Shares in exchange for such shareholders' shares of
beneficial interest in Spartan MD Income and Spartan MD Income will be
liquidated in accordance with Spartan MD Income's Amended and Restated
Declaration of Trust. Such distribution shall be accomplished by the funds'
transfer agent opening accounts on Fidelity Municipal Income's share
transfer books in the names of the Spartan MD Income shareholders and
transferring the Fidelity Municipal Income Shares thereto. Each Spartan MD
Income shareholder's account shall be credited with the respective PRO RATA
number of full and fractional (rounded to the third decimal place) Fidelity
Municipal Income Shares due that shareholder. All outstanding Spartan MD
Income shares, including any represented by certificates, shall
simultaneously be canceled on Spartan MD Income's share transfer records.
Fidelity Municipal Income shall not issue certificates representing the
Fidelity Municipal Income Shares in connection with the Reorganization.
(e) Any reporting responsibility of Spartan MD Income is and shall remain
its responsibility up to and including the date on which it is terminated.
(f) Any transfer taxes payable upon issuance of the Fidelity Municipal
Income Shares in a name other than that of the registered holder on Spartan
MD Income's books of the Spartan MD Income shares constructively exchanged
for the Fidelity Municipal Income Shares shall be paid by the person to
whom such Fidelity Municipal Income Shares are to be issued, as a condition
of such transfer.
4. VALUATION.
(a) The Valuation Time shall be 4:00 p.m. Eastern time on the Closing
Date, or such other date as may be mutually agreed upon in writing by the
parties hereto (the Valuation Time).
(b) As of the Closing Date, Fidelity Municipal Income will deliver to
Spartan MD Income the number of Fidelity Municipal Income Shares having an
aggregate net asset value equal to the value of the assets of Spartan MD
Income transferred hereunder less the liabilities of Spartan MD Income,
determined as provided in this Section 4.
(c) The net asset value per share of the Fidelity Municipal Income Shares
to be delivered to Spartan MD Income, the value of the assets of Spartan MD
Income transferred hereunder, and the value of the liabilities of Spartan
MD Income to be assumed hereunder shall in each case be determined as of
the Valuation Time.
(d) The net asset value per share of the Fidelity Municipal Income Shares
shall be computed in the manner set forth in the then-current Fidelity
Municipal Income Prospectus and Statement of Additional Information, and
the value of the assets and liabilities of Spartan MD Income shall be
computed in the manner set forth in the then-current Spartan MD Income
Prospectus and Statement of Additional Information.
(e) All computations pursuant to this Section shall be made by or under
the direction of Fidelity Service Company, Inc., a wholly owned subsidiary
of FMR Corp., in accordance with its regular practice as pricing agent for
Spartan MD Income and Fidelity Municipal Income.
5. FEES; EXPENSES.
(a) Pursuant to Spartan MD Income's all-inclusive management contract with
Fidelity Management & Research Company (FMR), FMR will pay all fees and
expenses, including legal, accounting, printing, filing, and proxy
solicitation expenses, portfolio transfer taxes (if any), or other similar
expenses incurred in connection with the transactions contemplated by this
Agreement (but not including costs incurred in connection with the purchase
or sale of portfolio securities). Any merger-related expenses which may be
attributable to Fidelity Municipal Income will be borne by Fidelity
Municipal Income.
(b) Each of Fidelity Municipal Income and Spartan MD Income represents
that there is no person who has dealt with it who by reason of such
dealings is entitled to any broker's or finder's or other similar fee or
commission arising out of the transactions contemplated by this Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to consummate
the same (the Closing), unless otherwise provided herein, shall occur at
the principal office of the Trusts, 82 Devonshire Street, Boston,
Massachusetts, as of the Valuation Time on October 23, 1997, or at some
other time, date, and place agreed to by Spartan MD Income and Fidelity
Municipal Income (the Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the funds is closed to trading, or (ii) trading thereon
is restricted, or (iii) trading or the reporting of trading on said market
or elsewhere is disrupted, all so that accurate appraisal of the total net
asset value of Spartan MD Income and the net asset value per share of
Fidelity Municipal Income is impracticable, the Valuation Time and the
Closing Date shall be postponed until the first business day after the day
when such trading shall have been fully resumed and such reporting shall
have been restored, or such other date as the parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF SPARTAN MD INCOME.
(a) Spartan MD Income agrees to call a meeting of its shareholders after
the effective date of the Registration Statement, to consider transferring
its assets to Fidelity Municipal Income as herein provided, adopting this
Agreement, and authorizing the liquidation of Spartan MD Income.
(b) Spartan MD Income agrees that as soon as reasonably practicable after
distribution of the Fidelity Municipal Income Shares, Spartan MD Income
shall be terminated as a series of Fidelity Union Street Trust pursuant to
its Amended and Restated Declaration of Trust, any further actions shall be
taken in connection therewith as required by applicable law, and on and
after the Closing Date Spartan MD Income shall not conduct any business
except in connection with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF FIDELITY MUNICIPAL INCOME.
(a) That Spartan MD Income furnishes to Fidelity Municipal Income a
statement, dated as of the Closing Date, signed by an officer of Fidelity
Union Street Trust, certifying that as of the Valuation Time and the
Closing Date all representations and warranties of Spartan MD Income made
in this Agreement are true and correct in all material respects and that
Spartan MD Income has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to such
dates;
(b) That Spartan MD Income furnishes Fidelity Municipal Income with copies
of the resolutions, certified by an officer of Fidelity Union Street Trust,
evidencing the adoption of this Agreement and the approval of the
transactions contemplated herein by the requisite vote of the holders of
the outstanding shares of beneficial interest of Spartan MD Income;
(c) That, on or prior to the Closing Date, Spartan MD Income will declare
one or more dividends or distributions which, together with all previous
such dividends or distributions attributable to its current taxable year,
shall have the effect of distributing to the shareholders of Spartan MD
Income substantially all of Spartan MD Income's investment company taxable
income and all of its net realized capital gain, if any, as of the Closing
Date;
(d) That Spartan MD Income shall deliver to Fidelity Municipal Income at
the Closing a statement of its assets and liabilities, together with a list
of its portfolio securities showing each such security's adjusted tax basis
and holding period by lot, with values determined as provided in Section 4
of this Agreement, all as of the Valuation Time, certified on Spartan MD
Income's behalf by its Treasurer or Assistant Treasurer;
(e) That Spartan MD Income's custodian shall deliver to Fidelity Municipal
Income a certificate identifying the assets of Spartan MD Income held by
such custodian as of the Valuation Time on the Closing Date and stating
that as of the Valuation Time: (i) the assets held by the custodian will be
transferred to Fidelity Municipal Income; (ii) Spartan MD Income's assets
have been duly endorsed in proper form for transfer in such condition as to
constitute good delivery thereof; and (iii) to the best of the custodian's
knowledge, all necessary taxes in conjunction with the delivery of the
assets, including all applicable federal and state stock transfer stamps,
if any, have been paid or provision for payment has been made;
(f) That Spartan MD Income's transfer agent shall deliver to Fidelity
Municipal Income at the Closing a certificate setting forth the number of
shares of Spartan MD Income outstanding as of the Valuation Time and the
name and address of each holder of record of any such shares and the number
of shares held of record by each such shareholder;
(g) That Spartan MD Income calls a meeting of its shareholders to be held
after the effective date of the Registration Statement, to consider
transferring its assets to Fidelity Municipal Income as herein provided,
adopting this Agreement, and authorizing the liquidation and termination of
Spartan MD Income;
(h) That Spartan MD Income delivers to Fidelity Municipal Income a
certificate of an officer of Fidelity Union Street Trust, dated as of the
Closing Date, that there has been no material adverse change in Spartan MD
Income's financial position since August 31, 1996, other than changes in
the market value of its portfolio securities, or changes due to net
redemptions of its shares, dividends paid, or losses from operations; and
(i) That all of the issued and outstanding shares of beneficial interest
of Spartan MD Income shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the extent
that any audit of the records of Spartan MD Income or its transfer agent by
Fidelity Municipal Income or its agents shall have revealed otherwise,
Spartan MD Income shall have taken all actions that in the opinion of
Fidelity Municipal Income are necessary to remedy any prior failure on the
part of Spartan MD Income to have offered for sale and sold such shares in
conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF SPARTAN MD INCOME.
(a) That Fidelity Municipal Income shall have executed and delivered to
Spartan MD Income an Assumption of Liabilities, certified by an officer of
Fidelity Court Street Trust, dated as of the Closing Date pursuant to which
Fidelity Municipal Income will assume all of the liabilities of Spartan MD
Income existing at the Valuation Time in connection with the transactions
contemplated by this Agreement;
(b) That Fidelity Municipal Income furnishes to Spartan MD Income a
statement, dated as of the Closing Date, signed by an officer of Fidelity
Court Street Trust, certifying that as of the Valuation Time and the
Closing Date all representations and warranties of Fidelity Municipal
Income made in this Agreement are true and correct in all material
respects, and Fidelity Municipal Income has complied with all the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to such dates; and
(c) That Spartan MD Income shall have received an opinion of Kirkpatrick &
Lockhart LLP, counsel to Spartan MD Income and Fidelity Municipal Income,
to the effect that the Fidelity Municipal Income Shares are duly authorized
and upon delivery to Spartan MD Income as provided in this Agreement will
be validly issued and will be fully paid and nonassessable by Fidelity
Municipal Income (except as disclosed in Fidelity Municipal Income's
Statement of Additional Information) and no shareholder of Fidelity
Municipal Income has any preemptive right of subscription or purchase in
respect thereof.
10. CONDITIONS TO OBLIGATIONS OF FIDELITY MUNICIPAL INCOME AND SPARTAN MD
INCOME.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of the
holders of the outstanding shares of beneficial interest of Spartan MD
Income;
(b) That all consents of other parties and all other consents, orders, and
permits of federal, state, and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities,
including "no action" positions of such federal or state authorities)
deemed necessary by Fidelity Municipal Income or Spartan MD Income to
permit consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to
obtain any such consent, order, or permit would not involve a risk of a
material adverse effect on the assets or properties of Fidelity Municipal
Income or Spartan MD Income, provided that either party hereto may for
itself waive any of such conditions;
(c) That all proceedings taken by either fund in connection with the
transactions contemplated by this Agreement and all documents incidental
thereto shall be satisfactory in form and substance to it and its counsel,
Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of Fidelity Municipal Income and Spartan MD
Income, threatened by the Commission; and
(f) That Fidelity Municipal Income and Spartan MD Income shall have
received an opinion of Kirkpatrick & Lockhart LLP satisfactory to Fidelity
Municipal Income and Spartan MD Income that for federal income tax
purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and Spartan MD Income and Fidelity Municipal
Income will each be parties to the Reorganization under section 368(b) of
the Code;
(ii) No gain or loss will be recognized by Spartan MD Income upon the
transfer of all of its assets to Fidelity Municipal Income in exchange
solely for the Fidelity Municipal Income Shares and the assumption of
Spartan MD Income's liabilities followed by the distribution of those
Fidelity Municipal Income Shares to the shareholders of Spartan MD Income
in liquidation of Spartan MD Income;
(iii) No gain or loss will be recognized by Fidelity Municipal Income on
the receipt of Spartan MD Income's assets in exchange solely for the
Fidelity Municipal Income Shares and the assumption of Spartan MD Income's
liabilities;
(iv) The basis of Spartan MD Income's assets in the hands of Fidelity
Municipal Income will be the same as the basis of such assets in Spartan MD
Income's hands immediately prior to the Reorganization;
(v) Fidelity Municipal Income's holding period in the assets to be
received from Spartan MD Income will include Spartan MD Income's holding
period in such assets;
(vi) A Spartan MD Income shareholder will recognize no gain or loss on
the exchange of his or her shares of beneficial interest in Spartan MD
Income for the Fidelity Municipal Income Shares in the Reorganization;
(vii) A Spartan MD Income shareholder's basis in the Fidelity Municipal
Income Shares to be received by him or her will be the same as his or her
basis in the Spartan MD Income shares exchanged therefor;
(viii) A Spartan MD Income shareholder's holding period for his or her
Fidelity Municipal Income Shares will include the holding period of Spartan
MD Income shares exchanged, provided that those Spartan MD Income shares
were held as capital assets on the date of the Reorganization.
Notwithstanding anything herein to the contrary, each of Spartan MD Income
and Fidelity Municipal Income may not waive the conditions set forth in
this subsection 10(f).
11. COVENANTS OF FIDELITY MUNICIPAL INCOME AND SPARTAN MD INCOME.
(a) Fidelity Municipal Income and Spartan MD Income each covenants to
operate its respective business in the ordinary course between the date
hereof and the Closing Date, it being understood that such ordinary course
of business will include the payment of customary dividends and
distributions;
(b) Spartan MD Income covenants that it is not acquiring the Fidelity
Municipal Income Shares for the purpose of making any distribution other
than in accordance with the terms of this Agreement;
(c) Spartan MD Income covenants that it will assist Fidelity Municipal
Income in obtaining such information as Fidelity Municipal Income
reasonably requests concerning the beneficial ownership of Spartan MD
Income's shares; and
(d) Spartan MD Income covenants that its liquidation and termination will
be effected in the manner provided in its Amended and Restated Declaration
of Trust in accordance with applicable law and after the Closing Date,
Spartan MD Income will not conduct any business except in connection with
its liquidation and termination.
12. TERMINATION; WAIVER.
Fidelity Municipal Income and Spartan MD Income may terminate this
Agreement by mutual agreement. In addition, either Fidelity Municipal
Income or Spartan MD Income may at its option terminate this Agreement at
or prior to the Closing Date because:
(i) of a material breach by the other of any representation, warranty, or
agreement contained herein to be performed at or prior to the Closing Date;
or
(ii) a condition herein expressed to be precedent to the obligations of
the terminating party has not been met and it reasonably appears that it
will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of Spartan MD Income or Fidelity Municipal Income, or
their respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter hereof,
constitutes the only understanding with respect to such subject matter, may
not be changed except by a letter of agreement signed by each party hereto
and shall be construed in accordance with and governed by the laws of the
Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Fidelity Municipal Income or
Spartan MD Income; provided, however, that following the shareholders'
meeting called by Spartan MD Income pursuant to Section 7 of this
Agreement, no such amendment may have the effect of changing the provisions
for determining the number of Fidelity Municipal Income Shares to be paid
to Spartan MD Income shareholders under this Agreement to the detriment of
such shareholders without their further approval.
(c) Either fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on the
interests of such fund's shareholders.
The representations, warranties, and covenants contained in the Agreement,
or in any document delivered pursuant hereto or in connection herewith,
shall survive the consummation of the transactions contemplated hereunder.
14. DECLARATIONS OF TRUST.
A copy of the Declaration of Trust of each fund, as restated and amended,
is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed
on behalf of the Trustees of each fund as trustees and not individually and
that the obligations of each Fund under this instrument are not binding
upon any of such fund's Trustees, officers, or shareholders individually
but are binding only upon the assets and property of such fund. Each fund
agrees that its obligations hereunder apply only to such fund and not to
its shareholders individually or to the Trustees of such fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
of any rights or obligations hereunder shall be made by any party without
the written consent of the other parties. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any
person, firm, or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason
of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by an appropriate officer.
SIGNATURE LINES OMITTED
MMA-pxs-0897 CUSIP#316448208/FUND#424
CUSIP#316448604/FUND#429
CUSIP#316448885/FUND#434
IMPORTANT
PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
SPARTAN MUNICIPAL INCOME FUND
Dear Shareholder:
I am writing to ask you for your vote on the important proposal to merge
Spartan Municipal Income Fund (Spartan Municipal Income) into Fidelity
Municipal Income Fund (Fidelity Municipal Income). A shareholder meeting
will be held on October 6, 1997, and votes submitted in time to be counted
at the meeting will decide whether the merger takes place. This package
contains information about the proposal and includes all the materials you
will need to vote by mail.
The fund's Board of Trustees has reviewed the proposed merger and
recommends presenting the proposal to shareholders to approve the merger of
the fund into Fidelity Municipal Income. The Trustees, most of whom are not
affiliated with Fidelity, are responsible for protecting your interests as
a shareholder. The Trustees determined that the merger is in shareholders'
best interest. However, the final decision is up to you.
Please read the enclosed materials and cast your vote on the proxy card
promptly. The matters to be voted on are important and directly affect
your investment. As a shareholder, you are entitled to one vote for each
dollar of net asset value you own of the fund on the record date. YOUR
VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.
The merger would give shareholders of Spartan Municipal Income the
opportunity to participate in a larger fund that seeks to provide a high
level of current income free from federal income tax. The surviving fund
would also have lower expenses guaranteed for a period of more than two
years. The following Q&A will assist you in understanding the proposal.
The enclosed materials include a detailed description of the funds and the
proposed merger.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. We
encourage you to exercise your right as a shareholder and to vote promptly.
To cast your vote, simply complete the proxy card enclosed in this package.
Be sure to sign the card before mailing it in the postage-paid envelope.
If you have any questions before you vote, please call us at
1-800-544-8888. We will be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative for your
fund.
Sincerely,
[signature]
Edward C. Johnson 3d
President
Important information to help you understand and vote on the proposals
Please read the full text of the enclosed proxy statement. Below is a
brief overview of the matters to be voted upon. Your vote is important.
If you have any questions regarding the proposal, please call us at
1-800-544-8888. We appreciate you placing your trust in Fidelity and look
forward to helping you achieve your financial goals.
WHAT PROPOSAL AM I BEING ASKED TO VOTE ON?
SPARTAN MUNICIPAL INCOME FUND
(solid bullet) (solid bullet)To approve a merger of Spartan Municipal
Income Fund into Fidelity Municipal Income Fund. (Proposal 1)
Each fund discussed in the proxy statement votes separately on the merger
proposals. It will not be necessary for all three proposals to be approved
for any one of them to take place.
WHAT IS THE REASON FOR AND ADVANTAGES OF THESE MERGERS?
Fidelity believes it can offer you a simpler and more efficient municipal
product line if the two funds are combined into one. Shareholders would
benefit from the more efficient product line through lower expenses,
guaranteed for more than two years.
ARE THERE DIFFERENCES IN THE INVESTMENT OBJECTIVES OF THE FUNDS BEING
MERGED?
SPARTAN MUNICIPAL INCOME and Fidelity Municipal Income have identical
investment objectives.
WHO IS THE FUND MANAGER FOR THESE FUNDS?
David Murphy currently manages both Fidelity Municipal Income and Spartan
Municipal Income funds. David Murphy is expected to manage the combined
fund.
HOW DO THE EXPENSE STRUCTURES AND FEES OF THE FUNDS COMPARE?
Both funds currently have the same expenses, equal to 0.55% of their assets
per year. The combined fund's expenses would be lower, at 0.53%, through
December 31, 1999.
Although the funds' expenses are currently the same, they have different
contracts with Fidelity Management & Research Company (FMR). SPARTAN
MUNICIPAL INCOME pays an "all-inclusive" management fee to FMR at a rate of
0.55% of average net assets which covers substantially all fund expenses.
FIDELITY MUNICIPAL INCOME has an expense structure that charges separately
for management fees and other operating expenses. As of April 1, 1997, FMR
has voluntarily agreed to reimburse the fund to the extent that the total
operating expenses exceed 0.55% of average net assets.
If the merger is approved, the combined fund will retain Fidelity Municipal
Income's current expense structure. However, FMR has agreed to limit the
combined fund's expenses to 0.53% of average net assets through December
31, 1999. This represents an expense reduction of 0.02% of the fund's
average net assets per year. After that date, the combined fund's expenses
could increase or decrease.
WHAT WILL BE THE NAME OF THE SURVIVING FUND AFTER THE MERGER IS COMPLETE?
If shareholders of Spartan Municipal Income approve the merger of the fund
into Fidelity Municipal Income, the combined fund's name will be changed to
Spartan Municipal Income Fund.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
If enough people do not vote, we will need to take further action. We or
outside solicitors may contact you by mail, telephone, facsimile, or by
personal interview. Therefore, we encourage shareholders to vote as soon
as they review the enclosed proxy materials to avoid additional mailings,
telephone calls or other solicitations.
If quorum is not reached by the time of the Shareholder Meeting (October 6,
1997), the meeting may be adjourned to permit further solicitation of proxy
votes.
WHAT ARE THE FEDERAL TAX IMPLICATIONS OF THE MERGER?
The merger will not be a taxable event (i.e., no gain or loss will be
recognized) to any fund or its shareholders.
WHAT WILL BE THE SIZE OF FIDELITY MUNICIPAL INCOME AFTER THE MERGERS AND
HOW HAS THE FUND PERFORMED?
If all three merger proposals discussed in the proxy statement pass, the
combined fund will have over $2 billion in assets.
For calendar year 1995, Fidelity Municipal Income returned 16.18% compared
with 17.45% for the Lehman Brothers Municipal Bond Index. For calendar
year 1996, Fidelity Municipal Income returned 4.94% compared with 4.43% for
the Lehman Brothers Municipal Bond Index.
HOW WILL YOU DETERMINE THE NUMBER OF SHARES OF FIDELITY MUNICIPAL INCOME
THAT I WILL RECEIVE?
The Closing Date is October 23, 1997. As of 4 p.m. Eastern time on the
Closing Date, shareholders will receive the number of full and fractional
shares of Fidelity Municipal Income that is equal in value to the aggregate
net asset value of their shares on that date.
If the Shareholder Meeting is adjourned, or if other circumstances arise,
the Closing Date may be adjusted.
WHAT IMPACT WILL THE MERGER HAVE ON THE SHARE PRICE OF FIDELITY MUNICIPAL
INCOME?
The net asset value per share of Fidelity Municipal Income will not be
changed by the merger.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage paid envelope. If you need any
assistance, or have any questions regarding the proposals or how to vote
your shares, please call us at 1-800-544-8888.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names appear
on the account registration shown on the card.
JOINT ACCOUNTS: Either owner may sign, but the name of the person signing
should conform exactly to a name shown in the registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her capacity.
For example, a trustee for a trust or other entity should sign, "Ann B.
Collins, Trustee."
IMPORTANT
PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
SPARTAN ARIZONA MUNICIPAL INCOME FUND
Dear Shareholder:
I am writing to ask you for your vote on the important proposal to merge
Spartan Arizona Municipal Income Fund (Spartan AZ Income) into Fidelity
Municipal Income Fund (Fidelity Municipal Income). A shareholder meeting
will be held on October 6, 1997, and votes submitted in time to be counted
at the meeting will decide whether the merger takes place. This package
contains information about the proposal and includes all the materials you
will need to vote by mail.
The fund's Board of Trustees has reviewed the proposed merger and
recommends presenting the proposal to shareholders to approve the merger of
the fund into Fidelity Municipal Income. The Trustees, most of whom are not
affiliated with Fidelity, are responsible for protecting your interests as
a shareholder. The Trustees determined that the merger is in shareholders'
best interest. However, the final decision is up to you.
Please read the enclosed materials and cast your vote on the proxy card
promptly. The matters to be voted on are important and directly affect
your investment. As a shareholder, you are entitled to one vote for each
dollar of net asset value you own of the fund on the record date. YOUR
VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.
The merger would give shareholders of Spartan AZ Income the opportunity to
participate in a larger fund that seeks to provide a high level of current
income free from federal income tax. Fidelity Municipal Income differs from
Spartan AZ Income which seeks income free from both federal and Arizona
personal income tax. The surviving fund would also have lower expenses
guaranteed for a period of more than two years.
The following Q&A will assist you in understanding the proposal. The
enclosed materials include a detailed description of the funds and the
proposed merger.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. We
encourage you to exercise your right as a shareholder and to vote promptly.
To cast your vote, simply complete the proxy card enclosed in this package.
Be sure to sign the card before mailing it in the postage-paid envelope.
If you have any questions before you vote, please call us at
1-800-544-8888. We will be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative for your
fund.
Sincerely,
[signature]
Edward C. Johnson 3d
President
Important information to help you understand and vote on the proposals
Please read the full text of the enclosed proxy statement. Below is a
brief overview of the matters to be voted upon. Your vote is important.
If you have any questions regarding the proposals, please call us at
1-800-544-8888. We appreciate you placing your trust in Fidelity and look
forward to helping you achieve your financial goals.
WHAT PROPOSAL AM I BEING ASKED TO VOTE ON?
SPARTAN ARIZONA MUNICIPAL INCOME FUND
(solid bullet) (solid bullet)To approve a merger of Spartan Arizona
Municipal Income Fund into Fidelity Municipal Income Fund. (Proposal 2)
Each fund discussed in the proxy statement votes separately on the merger
proposals. It will not be necessary for all three proposals to be approved
for any one of them to take place.
ARE THERE DIFFERENCES IN THE INVESTMENT OBJECTIVES OF THE FUNDS BEING
MERGED?
SPARTAN AZ INCOME differs from Fidelity Municipal Income in that Spartan AZ
Income is a state municipal bond fund and Fidelity Municipal Income is a
federal municipal bond fund. Spartan AZ Income seeks income free from
federal and Arizona personal income tax. Normally, at least 65% of the
fund's total assets are invested in Arizona municipal securities.
WHO IS THE FUND MANAGER FOR THESE FUNDS?
Jonathan Short currently manages Spartan AZ Income. David Murphy currently
manages Fidelity Municipal Income and is expected to manage the combined
fund.
HOW DO THE EXPENSE STRUCTURES AND FEES OF THE FUNDS COMPARE? IS THERE A
BENEFIT TO ME?
Both funds currently have the same expenses, equal to 0.55% of their assets
per year. The combined fund's expenses would be lower, at 0.53%, through
December 31, 1999.
Although the funds' expenses are currently the same, they have different
contracts with Fidelity Management & Research Company (FMR). SPARTAN AZ
INCOME pays an "all-inclusive" management fee to FMR at a rate of 0.55% of
average net assets which covers substantially all fund expenses.
FIDELITY MUNICIPAL INCOME has an expense structure that charges separately
for management fees and other operating expenses. As of April 1, 1997, FMR
has voluntarily agreed to reimburse the fund to the extent that the total
operating expenses exceed 0.55% of average net assets.
If the merger is approved, the combined fund will retain Fidelity Municipal
Income's current expense structure. However, FMR has agreed to limit the
combined fund's expenses to 0.53% of average net assets through December
31, 1999. This represents an expense reduction of 0.02% of the fund's
average net assets per year. After that date, the combined fund's expenses
could increase or decrease.
WHAT WILL BE THE NAME OF THE SURVIVING FUND AFTER THE MERGERS ARE COMPLETE?
If shareholders of Spartan Municipal Income approve the merger of their
fund into Fidelity Municipal Income, the combined fund's name will be
changed to Spartan Municipal Income Fund. This is Proposal 1 in the
enclosed proxy statement.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
If enough people do not vote, we will need to take further action. We or
outside solicitors may contact you by mail, telephone, facsimile, or by
personal interview. Therefore, we encourage shareholders to vote as soon
as they review the enclosed proxy materials to avoid additional mailings,
telephone calls or other solicitations.
If quorum is not reached by the time of the Shareholder Meeting (October 6,
1997), the meeting may be adjourned to permit further solicitation of proxy
votes.
IF THE PROPOSAL FOR MY FUND IS NOT APPROVED, WILL FIDELITY PROPOSE
LIQUIDATING THE FUND?
If the proposal to merge your fund is not approved by shareholders, the
Board may consider other options, including a proposal to liquidate the
fund.
WHAT ARE THE FEDERAL TAX IMPLICATIONS OF THE MERGER?
The mergers will not be a taxable event (i.e., no gain or loss will be
recognized) to any fund or its shareholders.
WHAT WILL BE THE SIZE OF FIDELITY MUNICIPAL INCOME AFTER THE MERGER AND HOW
HAS THE FUND PERFORMED?
If all three proposals discussed in the proxy statement pass, the combined
fund will have over $2 billion in assets.
For calendar year 1995, Fidelity Municipal Income returned 16.18% compared
with 17.45% for the Lehman Brothers Municipal Bond Index. For calendar
year 1996, Fidelity Municipal Income returned 4.94% compared with 4.43% for
the Lehman Brothers Municipal Bond Index.
HOW WILL YOU DETERMINE THE NUMBER OF SHARES OF FIDELITY MUNICIPAL INCOME
THAT I WILL RECEIVE?
The Closing Date is October 23, 1997. As of 4 p.m. Eastern time on the
Closing Date, shareholders will receive the number of full and fractional
shares of Fidelity Municipal Income that is equal in value to the aggregate
net asset value of their shares on that date.
If the Shareholder Meeting is adjourned, or if other circumstances arise,
the Closing Date may be adjusted.
WHAT IMPACT WILL THE MERGER HAVE ON THE SHARE PRICE OF FIDELITY MUNICIPAL
INCOME?
The net asset value per share of Fidelity Municipal Income will not be
changed by the merger.
WHAT ARE MY OTHER INVESTMENT ALTERNATIVES?
Fidelity offers Spartan Arizona Municipal Money Market Fund, a money market
fund that invests in high quality, short-term municipal securities and
seeks current income exempt from federal and Arizona state personal income
tax. As a money market fund, it seeks to maintain a stable net asset
value. The total return on Spartan Arizona Municipal Money Market Fund for
calendar 1996 was 3.35%.
Additional Arizona municipal bond funds are available through Fidelity by
calling FundsNetwork at 1-800-544-9697.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage paid envelope. If you need any
assistance, or have any questions regarding the proposals or how to vote
your shares, please call us at 1-800-544-8888.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names appear
on the account registration shown on the card.
JOINT ACCOUNTS: Either owner may sign, but the name of the person signing
should conform exactly to a name shown in the registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her capacity.
For example, a trustee for a trust or other entity should sign, "Ann B.
Collins, Trustee."
IMPORTANT
PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
SPARTAN MARYLAND MUNICIPAL INCOME FUND
Dear Shareholder:
I am writing to ask you for your vote on the important proposal to merge
Spartan Maryland Municipal Income Fund (Spartan MD Income) into Fidelity
Municipal Income Fund (Fidelity Municipal Income). A shareholder meeting
will be held on October 6, 1997, and votes submitted in time to be counted
at the meeting will decide whether the merger takes place. This package
contains information about the proposal and includes all the materials you
will need to vote by mail.
The fund's Board of Trustees has reviewed the proposed merger and
recommends presenting the proposal to shareholders to approve the merger of
the fund into Fidelity Municipal Income. The Trustees, most of whom are
not affiliated with Fidelity, are responsible for protecting your interests
as a shareholder. The Trustees determined that the merger is in
shareholders' best interest. However, the final decision is up to you.
Please read the enclosed materials and cast your vote on the proxy card
promptly. The matters to be voted on are important and directly affect
your investment. As a shareholder, you are entitled to one vote for each
dollar of net asset value you own of the fund on the record date. YOUR
VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.
The merger would give shareholders of Spartan MD Income the opportunity to
participate in a larger fund that seeks to provide a high level of current
income free from federal income tax. Fidelity Municipal Income differs from
Spartan MD Income which seeks income free from both federal and Maryland
state and county income taxes. The surviving fund would also have lower
expenses guaranteed for a period of more than two years.
The following Q&A will assist you in understanding the proposal. The
enclosed materials include a detailed description of the funds and the
proposed merger.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. We
encourage you to exercise your right as a shareholder and to vote promptly.
To cast your vote, simply complete the proxy card enclosed in this package.
Be sure to sign the card before mailing it in the postage-paid envelope.
If you have any questions before you vote, please call us at
1-800-544-8888. We will be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative for your
fund.
Sincerely,
[signature]
Edward C. Johnson 3d
President
Important information to help you understand and vote on the proposals
Please read the full text of the enclosed proxy statement. Below is a
brief overview of the matters to be voted upon. Your vote is important.
If you have any questions regarding the proposals, please call us at
1-800-544-8888. We appreciate you placing your trust in Fidelity and look
forward to helping you achieve your financial goals.
WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
SPARTAN MARYLAND MUNICIPAL INCOME FUND
(solid bullet) (solid bullet)To approve a merger of Spartan Maryland
Municipal Income Fund into Fidelity Municipal Income Fund. (Proposal 3)
Each fund discussed in the proxy statement votes separately on the merger
proposals. It will not be necessary for all three proposals to be approved
for any one of them to take place.
ARE THERE DIFFERENCES IN THE INVESTMENT OBJECTIVES OF THE FUNDS BEING
MERGED?
SPARTAN MD INCOME differs from Fidelity Municipal Income in that Spartan MD
Income is a state municipal bond fund and Fidelity Municipal Income is a
federal municipal bond fund. Spartan MD Income seeks income free from
federal and Maryland state and county income tax. Normally, at least 65%
of the fund's total assets are invested in Maryland municipal securities.
WHO IS THE FUND MANAGER FOR THESE FUNDS?
David Murphy currently manages both Fidelity Municipal Income and Spartan
MD Income funds. David Murphy is expected to manage the combined fund.
HOW DO THE EXPENSE STRUCTURES AND FEES OF THE FUNDS COMPARE? IS THERE A
BENEFIT TO ME?
Both funds currently have the same expenses, equal to 0.55% of their assets
per year. The combined fund's expenses would be lower, at 0.53%, through
December 31, 1999.
Although the funds' expenses are currently the same, they have different
contracts with Fidelity Management & Research Company (FMR). SPARTAN MD
INCOME pays an "all-inclusive" management fee to FMR at a rate of 0.55% of
average net assets which covers substantially all fund expenses.
FIDELITY MUNICIPAL INCOME has an expense structure that charges separately
for management fees and other operating expenses. As of April 1, 1997, FMR
has voluntarily agreed to reimburse the fund to the extent that the total
operating expenses exceed 0.55% of average net assets.
If the merger is approved, the combined fund will retain Fidelity Municipal
Income's current expense structure. However, FMR has agreed to limit the
combined fund's expenses to 0.53% of average net assets through December
31, 1999. This represents an expense reduction of 0.02% of the fund's
average net assets per year. After that date, the combined fund's expenses
could increase or decrease.
WHAT WILL BE THE NAME OF THE SURVIVING FUND AFTER THE MERGERS ARE COMPLETE?
If shareholders of Spartan Municipal Income approve the merger of their
fund into Fidelity Municipal Income, the combined fund's name will be
changed to Spartan Municipal Income Fund. This is Proposal 1 in the
enclosed proxy statement.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
If enough people do not vote, we will need to take further action. We or
outside solicitors may contact you by mail, telephone, facsimile, or by
personal interview. Therefore, we encourage shareholders to vote as soon
as they review the enclosed proxy materials to avoid additional mailings,
telephone calls or other solicitations.
If quorum is not reached by the time of the Shareholder Meeting (October 6,
1997), the meeting may be adjourned to permit further solicitation of proxy
votes.
IF THE PROPOSAL FOR MY FUND IS NOT APPROVED, WILL FIDELITY PROPOSE
LIQUIDATING THE FUND?
If the proposal to merge your fund is not approved by shareholders, the
Board may consider other options including a proposal to liquidate the
fund.
WHAT ARE THE FEDERAL TAX IMPLICATIONS OF THE MERGER?
The mergers will not be a taxable event (i.e., no gain or loss will be
recognized) to any fund or its shareholders.
WHAT WILL BE THE SIZE OF FIDELITY MUNICIPAL INCOME AFTER THE MERGER AND HOW
HAS THE FUND PERFORMED?
If all three proposals discussed in the proxy statement pass, the combined
fund will have over $2 billion in assets.
For calendar year 1995, Fidelity Municipal Income returned 16.18% compared
with 17.45% for the Lehman Brothers Municipal Bond Index. For calendar
year 1996, Fidelity Municipal Income returned 4.94% compared with 4.43% for
the Lehman Brothers Municipal Bond Index.
HOW WILL YOU DETERMINE THE NUMBER OF SHARES OF FIDELITY MUNICIPAL INCOME
THAT I WILL RECEIVE?
The Closing Date is October 23, 1997. As of 4 p.m. Eastern time on the
Closing Date, shareholders will receive the number of full and fractional
shares of Fidelity Municipal Income that is equal in value to the aggregate
net asset value of their shares on that date.
If the Shareholder Meeting is adjourned, or if other circumstances arise,
the Closing Date may be adjusted.
WHAT IMPACT WILL THE MERGER HAVE ON THE SHARE PRICE OF FIDELITY MUNICIPAL
INCOME?
The net asset value per share of Fidelity Municipal Income will not be
changed by the merger.
WHAT ARE MY OTHER INVESTMENT ALTERNATIVES?
Additional Maryland municipal bond funds are available through Fidelity by
calling FundsNetwork at 1-800-544-9697.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage paid envelope. If you need any
assistance, or have any questions regarding the proposals or how to vote
your shares, please call us at 1-800-544-8888.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names appear
on the account registration shown on the card.
JOINT ACCOUNTS: Either owner may sign, but the name of the person signing
should conform exactly to a name shown in the registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her capacity.
For example, a trustee for a trust or other entity should sign, "Ann B.
Collins, Trustee."
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY UNION STREET TRUST: SPARTAN MUNICIPAL INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Union Street Trust: Spartan Municipal Income Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders of
the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on October 6, 1997 at 9:00 a.m Eastern time and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposal
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip# 316448208/fund# 424
Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
between Spartan Municipal Income Fund and Fidelity
Municipal Income Fund, a fund of Fidelity Court
Street Trust, providing for the transfer of all of the
assets of Spartan Municipal Income Fund to Fidelity
Municipal Income Fund in exchange solely for shares
of beneficial interest of Fidelity Municipal Income
Fund and the assumption by Fidelity Municipal
Income Fund of Spartan Municipal Income Fund's
liabilities, followed by the distribution of Fidelity
Municipal Income Fund shares to shareholders of
Spartan Municipal Income Fund in liquidation of
Spartan Municipal Income Fund.
</TABLE>
SMU-PXC-0897 cusip# 316448208/fund# 424
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY UNION STREET TRUST: SPARTAN ARIZONA MUNICIPAL INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Union Street Trust: Spartan Arizona Municipal Income Fund which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on October 6, 1997 at 9:00 a.m Eastern time and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposal
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip# 316448885/fund# 434
Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To approve an Agreement and Plan of Reorganization FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
between Spartan Arizona Municipal Income Fund and
Fidelity Municipal Income Fund, a fund of Fidelity
Court Street Trust, providing for the transfer of all of
the assets of Spartan Arizona Municipal Income Fund
to Fidelity Municipal Income Fund in exchange solely
for shares of beneficial interest of Fidelity Municipal
Income Fund and the assumption by Fidelity
Municipal Income Fund of Spartan Arizona
Municipal Income Fund's liabilities, followed by the
distribution of Fidelity Municipal Income Fund shares
to shareholders of Spartan Arizona Municipal Income
Fund in liquidation of Spartan Arizona Municipal
Income Fund.
</TABLE>
SAZ-PXC-0897 cusip# 316448885/fund# 434
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY UNION STREET TRUST: SPARTAN MARYLAND MUNICIPAL INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Union Street Trust: Spartan Maryland Municipal Income Fund which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on October 6, 1997 at 9:00 a.m Eastern time and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposal
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip# 316448604/fund# 429
Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
3. To approve an Agreement and Plan of Reorganization FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
between Spartan Maryland Municipal Income Fund
and Fidelity Municipal Income Fund, a fund of
Fidelity Court Street Trust, providing for the transfer
of all of the assets of Spartan Maryland Municipal
Income Fund to Fidelity Municipal Income Fund in
exchange solely for shares of beneficial interest of
Fidelity Municipal Income Fund and the assumption
by Fidelity Municipal Income Fund of Spartan
Maryland Municipal Income Fund's liabilities,
followed by the distribution of Fidelity Municipal
Income Fund shares to shareholders of Spartan
Maryland Municipal Income Fund in liquidation of
Spartan Maryland Municipal Income Fund.
</TABLE>
SMD-PXC-0897 cusip# 316448604/fund# 429
SUPPLEMENT TO THE FIDELITY MUNICIPAL INCOME FUND
FEBRUARY 28, 1997
PROSPECTUS
The following changes are effective April 1, 1997:
The minimum investments have been changed to the following:
TO OPEN AN ACCOUNT $10,000
Through regular investment plans $500
TO ADD TO AN ACCOUNT $1,000
MINIMUM BALANCE $5,000
The minimum check amount has been increased to $1,000.
References to the minimums throughout the prospectus are changed to the
above minimums.
The following information replaces similar information found in "Expenses"
on page 5:
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy or
sell shares of a fund. In addition, you may be charged an annual account
maintenance fee if your balance falls below $2,500. See "Transaction
Details," page 25, for an explanation of how and when these charges apply.
Maximum sales charge on purchases None
and reinvested distributions
Deferred sales charge on redemptions None
Exchange Fee None
Annual account maintenance fee $12.0
(for accounts under $2,500) 0
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. It also incurs other expenses for services
such as maintaining shareholder records and furnishing shareholder
statements and financial reports. The fund's expenses are factored into its
share price or dividends and are not charged directly to shareholder
accounts (see page 15).
The following figures are based on historical expenses, adjusted to reflect
current fees, and are calculated as a percentage of average net assets.
Management fee (after reimbursement) .39%
12b-1 fee None
Other expenses .16%
Total fund operating expenses .55%
(after reimbursement)
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses after
the number of years indicated:
After 1 year $ 6
After 3 years $ 18
After 5 years $ 31
After 10 years $ 69
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
Effective April 1, 1997, FMR voluntarily agreed to implement an expense
cap. FMR will reimburse the fund to the extent that total operating
expenses exceeds .55%. If this agreement was not in effect, the management
fee and total operating expenses would be .40% and .56%, respectively.
FIDELITY
MUNICIPAL INCOME
FUND
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing, or a copy of
the Statement of Additional Information (SAI) dated February 28 ,
1997 The SAI has been filed with the Securities and Exchange Commission
(SEC) and is available along with other related materials on the SEC's
Internet Web site (http://www.sec.gov). The SAI is incorporated herein by
reference (legally forms a part of the prospectus). For a free copy of
either document, call Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, Federal
Reserve Board, or any other agency, and are subject to investment risks,
including possible loss of principal amount invested.
LIKE ALL MUTUAL
FUNDS, THESE
SECURITIES HAVE NOT
BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION, NOR HAS
THE SECURITIES AND
EXCHANGE
COMMISSION OR ANY
STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY
OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
HIY-pro-0297
(fund number 037, trading symbol FHIGX)
The fund seeks a high level of current income free from federal income tax.
The fund invests normally in investment-grade municipal securities.
PROSPECTUS
FEBRUARY 28, 1997 (FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET,
BOSTON, MA 02109
CONTENTS
KEY FACTS THE FUND AT A GLANCE
WHO MAY WANT TO INVEST
EXPENSES The fund's yearly
operating expenses.
FINANCIAL HIGHLIGHTS A summary
of the fund's financial data.
PERFORMANCE How the fund has
done over time.
THE FUND IN DETAIL CHARTER How the fund is
organized.
INVESTMENT PRINCIPLES AND RISKS
The fund's overall approach to
investing.
BREAKDOWN OF EXPENSES How
operating costs are calculated and
what they include.
YOUR ACCOUNT DOING BUSINESS WITH FIDELITY
TYPES OF ACCOUNTS Different
ways to set up your account.
HOW TO BUY SHARES Opening an
account and making additional
investments.
HOW TO SELL SHARES Taking money
out and closing your account.
INVESTOR SERVICES Services to
help you manage your account.
SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS,
ACCOUNT POLICIES AND TAXES
TRANSACTION DETAILS Share price
calculations and the timing of
purchases and redemptions.
EXCHANGE RESTRICTIONS
KEY FACTS
THE FUND AT A GLANCE
GOAL: High current income free from federal income tax. As with any mutual
fund, there is no assurance that the fund will achieve its goal.
STRATEGY: Invests normally in investment-grade municipal securities.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager.
SIZE: As of November 30, 1996, the fund had over $ 1.8 billion in
assets.
WHO MAY WANT TO INVEST
The fund may be appropriate for investors in higher tax brackets who seek
high current income that is free from federal income tax. The fund's level
of risk and potential reward depend on the quality and maturity of its
investments. You should consider your investment objective and tolerance
for risk when making an investment decision.
The value of the fund's investments and the income they generate will vary
from day to day, and generally reflect interest rates, market conditions,
and other economic and political news. When you sell your shares, they may
be worth more or less than what you paid for them. By itself, the fund does
not constitute a balanced investment plan.
THE SPECTRUM OF
FIDELITY FUNDS
Broad categories of Fidelity
funds are presented here in
order of ascending risk.
Generally, investors seeking
to maximize return must
assume greater risk.
Municipal Income is in the
INCOME category.
(solid bullet) MONEY MARKET Seeks
income and stability by
investing in high-quality,
short-term investments.
(right arrow) INCOME Seeks income by
investing in bonds.
(solid bullet) GROWTH AND INCOME
Seeks long-term growth and
income by investing in stocks
and bonds.
(solid bullet) GROWTH Seeks long-term
growth by investing mainly in
stocks.
(checkmark)
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy or
sell shares of a fund. In addition, you may be charged an annual account
maintenance fee if your account balance falls below $2,500. See
"Transaction Details," page , for an explanation of how and when these
charges apply.
Maximum sales charge on purchases None
and reinvested distributions
Deferred sales charge on redemptions None
Exchange fee None
Annual account maintenance fee $12.0
(for accounts under $2,500) 0
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. It also incurs other expenses for services
such as maintaining shareholder records and furnishing shareholder
statements and financial reports. The fund's expenses are factored into its
share price or dividends and are not charged directly to shareholder
accounts (see page ).
The following figures are based on historical expenses and are calculated
as a percentage of average net assets.
Management fee .40 %
12b-1 fee None
Other expenses .16 %
Total fund operating expenses .56 %
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
After 1 year $ 6
After 3 years $ 18
After 5 years $ 31
After 10 years $ 70
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
UNDERSTANDING
EXPENSES
Operating a mutual fund
involves a variety of
expenses for portfolio
management, shareholder
statements, tax reporting, and
other services. These costs
are paid from the fund's
assets; their effect is already
factored into any quoted
share price or return.
(checkmark)
FINANCIAL HIGHLIGHTS
The financial highlights table that follows has been audited by Coopers
& Lybrand L.L.P., independent accountants. The fund's financial highlights,
financial statements, and report of the auditor are included in the fund's
Annual Report and are incorporated by reference into (are legally a part
of) the fund's SAI. Contact Fidelity for a free copy of the Annual Report
or the SAI.
SELECTED PER-SHARE DATA
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Years ended 1996 1995 1994A 1993 1992 1991 1990 1989 1988 1987
November 30
Net asset
value, $ 12.3 $ 11.0 $ 13.2 $ 12.7 $ 12.6 $ 12.6 $ 12.8 $ 12.2 $ 11.7 $ 13.7
beginning of
period 00 40 30 20 90 10 00 10 50 70
Income from .648 .677 .755 .764 .811 .845 .857 .893 .901 .936
Investment
Operations
Net interest
income
Net realized
and .109 1.260 (1.69 .700 .190 .310 .200 .600 .460 (1.50
unrealized gain 0) 0)
(loss)
Total from .757 1.937 (.935) 1.464 1.001 1.155 1.057 1.493 1.361 (.564)
investment
operations
Less
Distributions (.623) (.677) (.755) (.764) (.811) (.845) (.857) (.893) (.901) (.936)
From net interest
income
From net
realized (.004) -- (.500) (.190) (.160) (.230) (.390) (.010) -- (.520)
gain
Total
distributions (.627) (.677) (1.25 (.954) (.971) (1.07 (1.24 (.903) (.901) (1.45
5) 5) 7) 6)
Net asset
value, $ 12.4 $ 12.3 $ 11.0 $ 13.2 $ 12.7 $ 12.6 $ 12.6 $ 12.8 $ 12.2 $ 11.7
end of
period 30 00 40 30 20 90 10 00 10 50
Total
return 6.39 17.95 (7.74) 11.92 8.21 9.62 8.91 12.60 11.93 (4.45)
% % % % % % % % % %
RATIOS AND SUPPLEMENTAL DATA
Net assets,
end of $ 1,83 $ 1,80 $ 1,69 $ 2,12 $ 2,07 $ 1,99 $ 1,78 $ 1,73 $ 1,57 $ 1,61
period 7 1 3 8 5 7 4 8 4 0
(In millions)
Ratio of
expenses .56% .57% .56% .56% .57% .56% .57% .58% .60% .71%
to
average net assets
Ratio of net 5.32 5.69 6.21 5.85 6.40 6.72 6.96 7.10 7.48 7.38
interest
income to % % % % % % % % % %
average net assets
Portfolio
turnover 53% 50% 48% 53% 47% 44% 58% 71% 47% 80%
rate
</TABLE>
BEFFECTIVE DECEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION
93-2, "DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF
INCOME, CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT
COMPANIES." AS A RESULT, NET INTEREST INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
PERFORMANCE
Bond fund performance can be measured as TOTAL RETURN or YIELD. The total
returns that follow are based on historical fund results.
The fund's fiscal year runs from December 1 through November 30. The tables
below show the fund's performance over past fiscal years compared to
different measures, including a comparative index and a competitive funds
average. The chart on page presents calendar year performance.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods ended Pas Past Past
November 30, 1996 t 1 5 10
yea year year
r s s
Municipal Income 6.39 6.99 7.26
% % %
Lehman Bros. Muni. Bond Index 5.88 7.83 7.81
% % %
Lipper Gen. Muni. Debt Funds Avg. 4.91 7.36 7.22
% % %
CUMULATIVE TOTAL RETURNS
Fiscal periods ended Pas Past Past
November 30, 1996 t 1 5 10
yea year year
r s s
Municipal Income 6.39 40.20 101.5
% % 6 %
Lehman Bros. Muni. Bond Index 5.88 45.79 112.1
% % 2 %
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Lipper Gen. Muni. Debt Funds Avg. 4.91 42.68 101.1
% % 0 %
</TABLE>
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given period,
assuming reinvestment of any dividends and capital gains. A CUMULATIVE
TOTAL RETURN reflects actual performance over a stated period of time. An
AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as
actual year-by-year results.
UNDERSTANDING
PERFORMANCE
YIELD illustrates the income
earned by a fund over a
recent period. 30-day yields
are usually used for bond
funds. Yields change daily,
reflecting changes in interest
rates.
TOTAL RETURN reflects both the
reinvestment of income and
capital gain distributions and
any change in a fund's share
price.
(checkmark)
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate. A
TAX-EQUIVALENT YIELD shows what an investor would have to earn before taxes
to equal a tax-free yield. Yields are calculated according to a standard
that is required for all stock and bond funds. Because this differs from
other accounting methods, the quoted yield may not equal the income
actually paid to shareholders.
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 1987 1988 1989 1990 1991 1992 1993 1994 1995
MUNICIPAL INCOME - -2.84 % 12.22 % 11.39 % 8.47 %
10.18 % 8.36 % 13.11 % -7.4
5 % 16.18 %
Lipper Gen. Muni. Debt Funds Avg. -0.94 % 11.53 % 9.65 %
6.05 % 12.09 % 8.79 % 12.
47 % -6.50 % 16.84 %
Consumer Price Index 4.43 % 4.42 % 4.65 % 6.11 %
3.06 % 2.90 % 2.75 % 2.67 % 2.54
%
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: -2.84
Row: 3, Col: 1, Value: 12.22
Row: 4, Col: 1, Value: 11.39
Row: 5, Col: 1, Value: 8.470000000000001
Row: 6, Col: 1, Value: 10.18
Row: 7, Col: 1, Value: 8.360000000000001
Row: 8, Col: 1, Value: 13.11
Row: 9, Col: 1, Value: -7.45
Row: 10, Col: 1, Value: 16.18
(LARGE SOLID BOX) Municipal
Income
LEHMAN BROTHERS MUNICIPAL BOND INDEX is a total return performance
benchmark for investment-grade municipal bonds with maturities of at least
one year.
Unlike the fund's returns, the total returns of the comparative index do
not include the effect of any brokerage commissions, transaction fees, or
other costs of investing.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government.
THE COMPETITIVE FUNDS AVERAGE is the Lipper General Municipal Debt Funds
Average, which currently reflects the performance of over 228 mutual
funds with similar investment objectives. This average, published by Lipper
Analytical Services, Inc., excludes the effect of sales charges.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUND IN DETAIL
CHARTER
MUNICIPAL INCOME IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. The fund is a diversified
fund of Fidelity Court Street Trust, an open-end management investment
company organized as a Massachusetts business trust on April 21, 1977.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review the fund's performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs.
David Murphy is Vice President and manager of Municipal Income,
which he has managed since October 1995. He also manages several other
Fidelity funds. Mr. Murphy joined Fidelity in 1989 as a manager.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Company, Inc. (FSC) performs
transfer agent servicing functions for the fund.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual
funds: over 225
(solid bullet) Assets in Fidelity mutual
funds: over $ 432 billion
(solid bullet) Number of shareholder
accounts: over 29 million
(solid bullet) Number of investment
analysts and portfolio
managers: over 270
(checkmark)
FMR Corp. is the ultimate parent company of FMR. Members of the Edward C.
Johnson 3d family are the predominant owners of a class of shares of common
stock representing approximately 49% of the voting power of FMR Corp. Under
the Investment Company Act of 1940 (the 1940 Act), control of a company is
presumed where one individual or group of individuals owns more than 25% of
the voting stock of that company; therefore, the Johnson family may be
deemed under the 1940 Act to form a controlling group with respect to FMR
Corp.
UMB Bank, n.a., is the fund's transfer agent, although it employs FSC to
perform these functions for the fund. UMB is located at 1010 Grand Avenue,
Kansas City, Missouri.
A broker-dealer may use a portion of the commissions paid by the fund to
reduce the fund's custodian or transfer agent fees. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
the fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
THE FUND'S INVESTMENT APPROACH
BOND FUNDS IN GENERAL. The yield and share price of a bond fund change
daily based on changes in interest rates and market conditions, and in
response to other economic, political or financial events. The types and
maturities of the securities a bond fund purchases and the credit quality
of their issuers will impact a bond fund's reaction to these events.
INTEREST RATE RISK. In general, bond prices rise when interest rates fall
and fall when interest rates rise. Longer-term bonds are usually more
sensitive to interest rate changes. In other words, the longer the maturity
of a bond, the greater the impact a change in interest rates is likely to
have on the bond's price. In addition, short-term interest rates and
long-term interest rates do not necessarily move in the same amount or in
the same direction. A short-term bond tends to react to changes in
short-term interest rates and a long-term bond tends to react to changes in
long-term interest rates.
ISSUER RISK. The price of a bond is affected by the credit quality of its
issuer. Changes in the financial condition of an issuer, changes in general
economic conditions, and changes in specific economic conditions that
affect a particular type of issuer can impact the credit quality of an
issuer. Lower quality bonds generally tend to be more sensitive to these
changes than higher quality bonds.
MUNICIPAL MARKET RISK. Municipal securities are backed by the entity that
issued them and/or other revenue streams. Municipal security values may be
significantly affected by political changes, as well as uncertainties in
the municipal market related to taxation or the rights of municipal
securities holders.
FIDELITY'S APPROACH TO BOND FUNDS. The total return from a bond includes
both income and price gains or losses. In selecting investments for a bond
fund, FMR considers a bond's expected income together with its potential
for price gains or losses. While income is the most important component of
bond returns over time, a bond fund's emphasis on income does not mean the
fund invests only in the highest-yielding bonds available, or that it can
avoid losses of principal.
FMR focuses on assembling a portfolio of income-producing bonds that it
believes will provide the best balance between risk and return with the
range of eligible investments for the fund. FMR's evaluation of a potential
investment includes an analysis of the credit quality of the issuer, its
structural features, its current price compared to FMR's estimate of its
long-term value, and any short-term trading opportunities resulting from
market inefficiencies.
In structuring a bond fund, FMR allocates assets among different market
sectors (for example, general obligation bonds of a state or bonds
financing a specific project) and different maturities based on its view of
the relative value of each sector or maturity. The performance of the fund
will depend on how successful FMR is in pursuing this approach.
MUNICIPAL INCOME seeks high current income that is free from federal income
tax by investing in investment-grade municipal securities under normal
conditions. Although the fund does not maintain an average maturity within
a specified range, FMR seeks to manage the fund so that it generally reacts
to changes in interest rates similarly to municipal bonds with maturities
between eight and 18 years. As of November 30, 1996, the fund's
dollar-weighted average maturity was approximately 14.4 years.
FMR normally invests so that at least 80% of the fund's
income is free from federal income tax. In addition, FMR may invest
all of the fund's assets in municipal securities issued to finance
private activities. The interest from these securities is a tax-preference
item for purposes of the federal alternative minimum tax.
FMR may use various techniques to hedge a portion of the fund's risks, but
there is no guarantee that these strategies will work as intended. When you
sell your shares of the fund, they may be worth more or less than what you
paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund does not expect to invest in federally taxable
obligations. The fund also reserves the right to invest without limitation
in short-term instruments, to hold a substantial amount of uninvested cash,
or to invest more than normally permitted in federally taxable obligations
for temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of the fund's limitations and more detailed information
about the fund's investments are contained in the fund's SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Fund holdings and recent investment strategies are detailed in the
fund's financial reports, which are sent to shareholders twice a year. For
a free SAI or financial report, call 1-800-544-8888.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer generally pays the investor a
fixed, variable, or floating rate of interest, and must repay the amount
borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are sold at a discount from
their face values.
Debt securities have varying levels of sensitivity to changes in interest
rates and varying degrees of credit quality. In general, bond prices rise
when interest rates fall, and fall when interest rates rise. Longer-term
bonds and zero coupon bonds are generally more sensitive to interest rate
changes.
In addition, bond prices are also affected by the credit quality of
the issuer. Investment-grade debt securities are medium- and
high-quality securities. Some, however, may possess speculative
characteristics and may be more sensitive to economic changes and to
changes in the financial condition of issuers.
RESTRICTIONS: The fund normally invests in investment-grade securities, but
reserves the right to invest up to 5% of its assets in below
investment-grade securities (sometimes called " junk bonds " ).
A security is considered to be investment-grade if it is rated
investment-grade by Moody's Investors Service, Standard & Poor's, Duff &
Phelps Credit Rating Co., or Fitch Investors Service, L.P., or is unrated
but judged to be of equivalent quality by FMR.
MUNICIPAL SECURITIES are issued to raise money for a variety of public or
private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities. They
may be fully or partially backed by the local government, or by the credit
of a private issuer or the current or anticipated revenues from specific
projects or assets. Because many municipal securities are issued to finance
similar types of projects, especially those relating to education, health
care, housing, transportation, and utilities, the municipal markets can be
affected by conditions in those sectors . In addition, all municipal
securities may be affected by uncertainties regarding their tax status,
legislative changes, or rights of municipal securities holders. A municipal
security may be owned directly or through a participation interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of credit
and liquidity enhancement, including letters of credit, guarantees, puts
and demand features, and insurance, provided by foreign or domestic
entities such as banks and other financial institutions. These arrangements
expose the fund to the credit risk of the entity providing the credit or
liquidity support. Changes in the credit quality of the provider could
affect the value of the security and the fund's share price. In addition,
in the case of foreign providers of credit or liquidity support, extensive
public information about the provider may not be available, and unfavorable
political, economic, or governmental developments could affect its ability
to honor its commitment.
ASSET-BACKED SECURITIES include interests in pools of purchase contracts,
financing leases, or sales agreements entered into by a municipal issuer.
The value of these securities depends on many factors, including changes in
market interest rates, the availability of information concerning the pool
and its structure, prepayment expectations, the credit quality of the
underlying assets, and the market's perception of the servicer of the loan
pool, and any credit enhancement provided.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. Inverse floaters have interest rates that move in the
opposite direction from a benchmark, often making the security's market
value more volatile.
MUNICIPAL LEASE OBLIGATIONS are used by municipal issuers to acquire land,
equipment, or facilities. If the issuer stops making payments or transfers
its obligations to a private entity, the obligation could lose value or
become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories and
possessions such as Guam, the Virgin Islands, and Puerto Rico, and their
political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or another party. In exchange for this benefit, the fund may accept a lower
interest rate. Demand features and standby commitments are types of put
features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The economic viability
of a project or changes in tax incentives could affect the price of these
securities.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, or other factors that affect security prices. These techniques may
involve derivative transactions such as buying and selling options and
futures contracts, entering into swap agreements, and purchasing indexed
securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to the fund.
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading practices
in which payment and delivery for the security take place at a later date
than is customary for that type of security. The price of the security
could change during this period.
CASH MANAGEMENT. The fund may invest in money market securities and in a
money market fund available only to funds and accounts managed by FMR or
its affiliates, whose goal is to seek a high level of current income exempt
from federal income tax while maintaining a stable $1.00 share price. A
major change in interest rates or a default on the money market fund's
investments could cause its share price to change.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business , or political changes can affect all
securities of a similar type.
RESTRICTIONS: With respect to 75% of its total assets, the fund may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any one issuer. This limitation does not apply to U.S.
Government securities. The fund may invest more than 25% of its total
assets in tax-free securities that finance similar types of projects.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 331/3% of its total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
The fund seeks to provide a high current yield exempt from federal income
tax.
The fund will normally invest so that at least 80% of its income is exempt
from federal income tax.
With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer.
The fund may not invest more than 25% of its total assets in any one
industry.
The fund may borrow only for temporary or emergency purposes, but not in an
amount exceeding 33% of its total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. The fund also pays OTHER EXPENSES, which are explained at
right.
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. The fee is
calculated by adding a group fee rate to an individual fund fee rate, and
multiplying the result by the fund's average net assets.
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. This rate cannot rise above .37%, and it drops as
total assets under management increase.
For November 1996, the group fee rate was .1429%. The individual
fund fee rate is .25%. The total management fee rate for the fiscal year
ended November 30, 1996 was .40%.
UNDERSTANDING THE
MANAGEMENT FEE
The management fee FMR
receives is designed to be
responsive to changes in
FMR's total assets under
management. Building this
variable into the fee
calculation assures
shareholders that they will
pay a lower rate as FMR's
assets under management
increase.
(checkmark)
OTHER EXPENSES
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well.
FSC performs many transaction and accounting functions. These services
include processing shareholder transactions, valuing the fund's
investments, and handling securities loans. In the fiscal year ended
November 30, 1996, FSC received fees equal to .15% of the fund's
average net assets.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity.
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. It is important to
note, however, that the fund does not pay FMR any separate fees for this
service.
The fund's portfolio turnover rate for the fiscal year ended November 30,
1996 was 53 %. This rate varies from year to year.
YOUR ACCOUNT
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country.
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 80 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
You may purchase or sell shares of the fund through an investment
professional, including a broker, who may charge you a transaction fee for
this service. If you invest through FBSI, another financial institution, or
an investment professional, read their program materials for any special
provisions, additional service features or fees that may apply to your
investment in the fund. Certain features of the fund, such as the minimum
initial or subsequent investment amounts, may be modified.
The different ways to set up (register) your account with Fidelity are
listed in the table that follows.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST
FOR MONEY BEING INVESTED BY A TRUST
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
TO ADD TO AN ACCOUNT $250
Through regular investment plans* $100
MINIMUM BALANCE $ 2 ,000
* FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
"INVESTOR SERVICES", PAGE .
These minimums may vary for investments through Fidelity Portfolio Advisory
Services. Refer to the program materials for details.
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TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT
Phone 1-800-544-777 (phone_graphic) (small solid bullet) Exchange from another (small solid bullet) Exchange from another
Fidelity fund account Fidelity fund account
with the same with the same
registration, including registration, including
name, address, and name, address, and
taxpayer ID number. taxpayer ID number.
(small solid bullet) Use Fidelity Money
Line to transfer from
your bank account. Call
before your first use to
verify that this service
is in place on your
account. Maximum
Money Line: $50,000.
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Mail (mail_graphic) (small solid bullet) Complete and sign the (small solid bullet) Make your check
application. Make your payable to "Fidelity
check payable to Municipal Income
"Fidelity Municipal Fund." Indicate your
Income Fund." Mail to fund account number
the address indicated on your check and mail
on the application. to the address printed
on your account
statement.
(small solid bullet) Exchange by mail: call
1-800-544-6666 for
instructions.
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In Person (hand_graphic) (small solid bullet) Bring your application (small solid bullet) Bring your check to a
and check to a Fidelity Fidelity Investor Center.
Investor Center. Call Call 1-800-544-9797 for
1-800-544-9797 for the the center nearest you.
center nearest you.
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Wire (wire_graphic) (small solid bullet) Call 1-800-544-7777 to (small solid bullet) Wire to:
set up your account Bankers Trust
and to arrange a wire Company,
transaction. Bank Routing
(small solid bullet) Wire within 24 hours to: #021001033,
Bankers Trust Account #00163053.
Company, Specify "Fidelity
Bank Routing Municipal Income
#021001033, Fund" and include your
Account #00163053. account number and
Specify "Fidelity your name.
Municipal Income
Fund" and include your
new account number
and your name.
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Automatically (automatic_graphic) (small solid bullet) Not available. (small solid bullet) Use Fidelity Automatic
Account Builder. Sign
up for this service
when opening your
account, or call
1-800-544-6666 to add
it.
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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118
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HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$ 2 ,000 worth of shares in the account to keep it open.
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, or
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
and
(small solid bullet) Any other applicable requirements listed in the table
that follows.
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to:
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
CHECKWRITING
If you have a checkbook for your account, you may write an unlimited number
of checks. Do not, however, try to close out your account by check.
ACCOUNT TYPE SPECIAL REQUIREMENTS
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Phone 1-800-544-777 (phone_graphic) All account types (small solid bullet) Maximum check request:
$100,000.
(small solid bullet) For Money Line transfers to
your bank account; minimum:
$10; maximum: $100,000.
(small solid bullet) You may exchange to other
Fidelity funds if both
accounts are registered with
the same name(s), address,
and taxpayer ID number.
Mail or in Person (mail_graphic)(hand_graphic) Individual, Joint (small solid bullet) The letter of instruction must
Tenant, be signed by all persons
Sole Proprietorship required to sign for
, UGMA, UTMA transactions, exactly as their
Trust names appear on the
account.
(small solid bullet) The trustee must sign the
letter indicating capacity as
Business or trustee. If the trustee's name
Organization is not in the account
registration, provide a copy of
the trust document certified
within the last 60 days.
(small solid bullet) At least one person
Executor, authorized by corporate
Administrator, resolution to act on the
Conservator, account must sign the letter.
Guardian (small solid bullet) Include a corporate
resolution with corporate seal
or a signature guarantee.
(small solid bullet) Call 1-800-544-6666 for
instructions.
Wire (wire_graphic) All account types (small solid bullet) You must sign up for the wire
feature before using it. To
verify that it is in place, call
1-800-544-6666. Minimum
wire: $5,000.
(small solid bullet) Your wire redemption request
must be received and
accepted by Fidelity before 4
p.m. Eastern time for money
to be wired on the next
business day.
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Check (check_graphic) All account types (small solid bullet) Minimum check: $500.
(small solid bullet) All account owners must sign
a signature card to receive a
checkbook.
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(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118
</TABLE>
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
RETIREMENT ACCOUNT
ASSISTANCE
1-800-544-4774
TOUCHTONE XPRESSSM
1-800-544-5555
AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more than
one account in the fund. Call 1-800-544-6666 if you need copies of
financial reports, prospectuses, or historical account information.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for a
home, educational expenses, and other long-term financial goals.
REGULAR INVESTMENT PLANS
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
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MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly or (small solid bullet) For a new account, complete the
quarterly appropriate section on the fund
application.
(small solid bullet) For existing accounts, call
1-800-544-6666 for an application.
(small solid bullet) To change the amount or frequency of
your investment, call 1-800-544-6666 at
least three business days prior to your
next scheduled investment date.
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DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY
FUNDA
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MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Every pay (small solid bullet) Check the appropriate box on the fund
period application, or call 1-800-544-6666 for an
authorization form.
(small solid bullet) Changes require a new authorization
form.
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FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND
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MINIMUM FREQUENCY SETTING UP OR CHANGING
$100 Monthly, (small solid bullet) To establish, call 1-800-544-6666 after
bimonthly, both accounts are opened.
quarterly, or (small solid bullet) To change the amount or frequency of
annually your investment, call 1-800-544-6666.
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A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net investment income and
capital gains to shareholders each year. Income dividends are declared
daily and paid monthly. Capital gains are normally distributed in January
and December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions will be reinvested at the NAV as of the
date the fund deducts the distribution from its NAV. The mailing of
distribution checks will begin within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you
are entitled to your share of
the fund's net income and
gains on its investments. The
fund passes its earnings
along to its investors as
DISTRIBUTIONS.
The fund earns interest from
its investments. These are
passed along as DIVIDEND
DISTRIBUTIONS. The fund may
realize capital gains if it sells
securities for a higher price
than it paid for them. These
are passed along as CAPITAL
GAIN DISTRIBUTIONS.
(checkmark)
TAXES
As with any investment, you should consider how an investment in a tax-free
fund could affect you. Below are some of the fund's tax implications.
TAXES ON DISTRIBUTIONS. Interest income that the fund earns is distributed
to shareholders as income dividends. Interest that is federally tax-free
remains tax-free when it is distributed.
However, gain on the sale of tax-free bonds results in taxable
distributions. Short-term capital gains and a portion of the gain on bonds
purchased at a discount are taxed as dividends. Long-term capital gain
distributions are taxed as long-term capital gains. These distributions are
taxable when they are paid, whether you take them in cash or reinvest them.
However, distributions declared in December and paid in January are taxable
as if they were paid on December 31. Fidelity will send you and the IRS a
statement showing the tax status of the distributions paid to you in the
previous year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. The fund may invest up to 100% of its assets in
these securities. Individuals who are subject to the tax must report this
interest on their tax returns.
A portion of the fund's dividends may be free from state or local taxes.
Income from investments in your state are often tax-free to you. Each year,
Fidelity will send you a breakdown of the fund's income from each state to
help you calculate your taxes.
During the fiscal year ended November 30, 1996, 100 % of the fund's
income dividends was free from federal income tax and 12.46 % of the
fund's income dividends was subject to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them.
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares when the fund has realized but not
yet distributed income or capital gains, you will pay the full price for
the shares and then receive a portion of the price back in the form of a
taxable distribution.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding.
The fund's assets are valued primarily on the basis of market quotations,
if available. Since market quotations are often unavailable, assets are
usually valued by a method that the Board of Trustees believes accurately
reflects fair value.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following:
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred.
(small solid bullet) You begin to earn dividends as of the first business
day following the day of your purchase.
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead.
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you.
(small solid bullet) Shares will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday will
continue to earn dividends until the next business day.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $ 24 .00 per shareholder. It is expected that
accounts will be valued on the second Friday in November of each year.
Accounts opened after September 30 will not be subject to the fee for that
year. The fee, which is payable to the transfer agent, is designed to
offset in part the relatively higher costs of servicing smaller accounts.
Th is fee will not be deducted from Fidelity brokerage accounts,
retirement accounts (except non-prototype retirement accounts),
accounts using regular investment plans, or if total assets with
Fidelity exceed $ 3 0,000. Eligibility for the $ 3 0,000 waiver
is determined by aggregating Fidelity accounts maintained by FSC or FBSI
which are registered under the same social security number or which list
the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $ 2 ,000, you will be given 30
days' notice to reestablish the minimum balance. If you do not increase
your balance, Fidelity reserves the right to close your account and send
the proceeds to you. Your shares will be redeemed at the NAV on the day
your account is closed.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. Qualified recipients are securities dealers who have sold
fund shares or others, including banks and other financial institutions,
under special arrangements in connection with FDC's sales activities. In
some instances, these incentives may be offered only to certain
institutions whose representatives provide services in connection with the
sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be available for
sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
This prospectus is printed on recycled paper using soy-based inks.
