SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[X] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(e) or Sec. 240.14a-12
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Fidelity Money Market Trust
Arthur S. Loring, Secretary
Payment of Filing Fee (Check the appropriate box):
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[X] $125 per Exchange Act Rules 0-11(c)(ii), 14a-6(j) (1), or 14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(j) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j) (4) and 0-11.
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(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
U.S. TREASURY PORTFOLIO, U.S. GOVERNMENT PORTFOLIO, DOMESTIC MONEY MARKET
PORTFOLIO,
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO AND RETIREMENT MONEY MARKET
PORTFOLIO,
PORTFOLIOS OF FIDELITY MONEY MARKET TRUST
TO BE HELD ON NOVEMBER 16 , 1994
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity Money
Market Trust (the "Trust") , U.S. Treasury Portfolio, U.S. Government
Portfolio, Domestic Money Market Portfolio, Retirement Government Money
Market Portfolio, and Retirement Money Market Portfolio (the "Portfolios")
to be used at the Special Meeting of Shareholders of the Trust (the
"Meeting") and at any adjournments thereof, to be held on November
16 , 1994 at 10:00 a.m. at 82 Devonshire Street, Boston,
Massachusetts 02109, the principal executive office of the Trust. 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 card on or about September 30, 1994 .
Supplementary solicitations may be made by mail, telephone, telegraph, or
by personal interview by representatives of the Trust. The expenses in
connection with preparing this Proxy Statement and its enclosures and of
all solicitations will be paid by the Portfolios. The Portfolios 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. All proxies not
voted, including broker non-votes, will not be counted toward establishing
a quorum. 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.
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.
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 prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate. A copy of the Trust's
annual report for the fiscal year ended August 31, 1994 has been
mailed or delivered to each shareholder of the Trust entitled to vote at
the meeting.
PORTFOLIO SHARES AS OF MAY 31, 1994
U.S. TREASURY PORTFOLIO 153,137,252
U.S. GOVERNMENT PORTFOLIO 170,408,525
DOMESTIC MONEY MARKET PORTFOLIO 354,594,304
RETIREMENT MONEY MARKET PORTFOLIO 2,423,837,149
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO 1,570,715,138
VOTE REQUIRED: APPROVAL OF PROPOSALS 1 AND 2 REQUIRES A PLURALITY OF
ALL VOTES CAST AT THE MEETING, WHILE APPROVAL OF PROPOSALS 3 THROUGH 14
REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" OF THE APPROPRIATE PORTFOLIO. UNDER THE INVESTMENT COMPANY ACT
OF 1940 (THE "1940 ACT"), A "MAJORITY VOTE OF THE OUTSTANDING VOTING
SECURITIES" MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF
THE SHARES OF THE PORTFOLIO PRESENT AT THE MEETING OR REPRESENTED BY PROXY
IF THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING SHARES ARE PRESENT OR
REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING SHARES.
1. TO ELECT A BOARD OF TRUSTEES.
Pursuant to the provisions of the Declaration of Trust of Fidelity Money
Market Trust, the Trustees have determined that the number of Trustees
shall be at least 3, but may not exceed 12. It is intended that the
enclosed proxy card will be voted for the election as Trustees of the
12 nominees listed below, unless such authority has been withheld in
the proxy card.
With the exception of Mrs. Davis and Mr. Mann, all nominees named below
are currently Trustees of Fidelity Money Market Trust and have served in
that capacity continuously since originally elected or appointed. Mrs.
Davis and Mr. Mann were selected by the Trust's Nominating and
Administration Committee (see page ) in December 1992 and October
1993, respectively. None of the nominees is related to one another. Those
nominees indicated by an asterisk (*) are "interested persons" of the Trust
by virtue of, among other things, their affiliation with either the Trust,
the Trust's investment adviser, Fidelity Management & Research Company
("FMR" or the "Adviser"), or the Trust's distribution agent, Fidelity
Distributor Corporation ("Distributors"). Each of the nominees is
currently a Trustee or General Partner, as the case may be, of other funds
advised by FMR.
A plurality of all votes cast at the meeting is sufficient to elect the
nominees.
TRUSTEE INFORMATION
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Year of
Nominee Election or
(Age) Principal Occupation** Appointme
nt
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*J. Gary Burkhead Senior Vice President, is President 1986
82 Devonshire Street of FMR; and President and a
Boston, MA Director of FMR Texas Inc. (1989),
(53) Fidelity Management & Research
(U.K.) Inc. and Fidelity
Management & Research (Far
East) Inc.
Ralph F. Cox Consultant to Western Mining 1991
200 Rivercrest Drive Corporation (1994). Prior to 1994,
Fort Worth, TX he was President of Greenhill
(62) Petroleum Corporation (petroleum
exploration and production, 1990).
Until March 1990, Mr. Cox was
President and Chief Operating
Officer of Union Pacific Resources
Company (exploration and
production). He is a Director of
Sanifill Corporation (non-hazardous
waste, 1993), and CH2M Hill
Companies (engineering). In
addition, he served on the Board of
Directors of the Norton Company
(manufacturer of industrial devices,
1983-1990) and continues to serve
on the Board of Directors of the
Texas State Chamber of
Commerce, and is a member of
advisory boards of Texas A&M
University and the University of
Texas at Austin.
Phyllis Burke Davis Prior to her retirement in 1992
P.O. Box 264 September 1991, Mrs. Davis was
Bridgehampton, NY the Senior Vice President of
(62) Corporate Affairs of Avon Products,
Inc. She is currently a Director of
BellSouth Corporation
(telecommunications), Eaton
Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail
stores, 1990), and previously
served as a Director of Hallmark
Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition,
she serves as a Director of the New
York City Chapter of the National
Multiple Sclerosis Society, and is a
member of the Advisory Council of
the International Executive Service
Corps. and the President's Advisory
Council of The University of
Vermont School of Business
Administration.
Richard J. Flynn Financial consultant. Prior to 1982
77 Fiske Hill September 1986, Mr. Flynn was
Sturbridge, MA Vice Chairman and a Director of the
(70) Norton Company (manufacturer of
industrial devices). He is currently a
Director of Mechanics Bank and a
Trustee of College of the Holy
Cross and Old Sturbridge Village,
Inc.
*Edward C. Johnson President, is Chairman, Chief 1968
3d Executive Officer and a Director of
82 Devonshire Street FMR Corp.; a Director and
Boston, MA Chairman of the Board and of the
(64) Executive Committee of FMR;
Chairman and a Director of FMR
Texas Inc. (1989), Fidelity
Management & Research (U.K.)
Inc., and Fidelity Management &
Research (Far East) Inc.
E. Bradley Jones Prior to his retirement in 1984, Mr. 1990
3881-2 Lander Road Jones was Chairman and Chief
Chagrin Falls, OH Executive Officer of LTV Steel
(66) Company. Prior to May 1990, he
was a Director of National City
Corporation (a bank holding
company) and National City Bank
of Cleveland. He is a Director of
TRW Inc. (original equipment and
replacement products),
Cleveland-Cliffs Inc (mining),
NACCO Industries, Inc. (mining
and marketing), Consolidated Rail
Corporation, Birmingham Steel
Corporation, Hyster-Yale Materials
Handling, Inc. (1989) and RPM Inc.
(manufacturer of chemical
products, 1990). In addition, he
serves as a Trustee of First Union
Real Estate Investments, Chairman
of the Board of Trustees and a
member of the Executive
Committee of the Cleveland Clinic
Foundation, a Trustee and a
member of the Executive
Committee of University School
(Cleveland), and a Trustee of
Cleveland Clinic Florida.
Donald J. Kirk Professor at Columbia University 1987
680 Steamboat Road Graduate School of Business and a
Apartment #1-North financial consultant. Prior to 1987,
Greenwich, CT he was Chairman of the Financial
(61) Accounting Standards Board. Mr.
Kirk is a Director of General Re
Corporation (reinsurance) and
Valuation Research Corp.
(appraisals and valuations, 1993).
In addition, he serves as Vice
Chairman of the Board of Directors
of the National Arts Stabilization
Fund and Vice Chairman of the
Board of Trustees of the Greenwich
Hospital Association.
*Peter S. Lynch Vice Chairman of FMR (1992). 1990
82 Devonshire Street Prior to his retirement on May 31,
Boston, MA 1990, he was a Director of FMR
(51) (1989) and Executive Vice
President of FMR (a position he
held until March 31, 1991); Vice
President of Fidelity Magellan Fund
and FMR Growth Group Leader;
and a Managing Director of FMR
Corp. Mr. Lynch was also Vice
President of Fidelity Investments
Corporate Services (1991-1992).
He is a Director of W.R. Grace &
Co. (chemicals, 1989) and Morrison
Knudsen Corporation (engineering
and construction). In addition, he
serves as a Trustee of Boston
College, Massachusetts Eye & Ear
Infirmary, Historic Deerfield (1989)
and Society for the Preservation of
New England Antiquities, and as an
Overseer of the Museum of Fine
Arts of Boston (1990).
Gerald C. McDonough Chairman of G.M. Management 1989
135 Aspenwood Drive Group (strategic advisory services).
Cleveland, OH Prior to his retirement in July 1988,
(65) he was Chairman and Chief
Executive Officer of Leaseway
Transportation Corp. (physical
distribution services). Mr.
McDonough is a Director of
ACME-Cleveland Corp. (metal
working, telecommunications and
electronic products),
Brush-Wellman Inc. (metal
refining), York International Corp.
(air conditioning and refrigeration,
1989), Commercial Intertech Corp.
(water treatment equipment, 1992),
and Associated Estates Realty
Corporation (a real estate
investment trust, 1993).
Edward H. Malone Prior to his retirement in 1985, Mr. 1989
5601 Turtle Bay Drive Malone was Chairman, General
#2104 Electric Investment Corporation and
Naples, FL a Vice President of General Electric
(69) Company. He is a Director of
Allegheny Power Systems, Inc.
(electric utility), General Re
Corporation (reinsurance), and
Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of
Corporate Property Investors, the
EPS Foundation at Trinity College,
the Naples Philharmonic Center for
the Arts, and Rensselaer
Polytechnic Institute, and he is a
member of the Advisory Boards of
Butler Capital Corporation Funds
and Warburg, Pincus Partnership
Funds.
Marvin L. Mann Chairman of the Board, President, 1993
55 Railroad Avenue and Cheif Executive Officer of
Greenwich, CT Lexmark International, Inc. (office
(61) machines, 1991). Prior to 1991, he
held the positions of Vice President
of International Business Machines
Corporation ("IBM") and President
and General Manager of various
IBM divisions and subsidiaries. Mr.
Mann is a Director of M.A. Hanna
Company (chemicals, 1993) and
Infomart (marketing services,
1991), a Trammell Crow Co. In
addition, he serves as the
Campaign Vice Chairman of the
Tri-State United Way (1993) and is
a member of the University of
Alabama President's Cabinet
(1990).
Thomas R. Williams President of The Wales Group, Inc. 1989
21st Floor (management and financial
191 Peachtree Street, advisory services). Prior to retiring
N.E. in 1987, Mr. Williams served as
Atlanta, GA Chairman of the Board of First
(66) Wachovia Corporation (bank
holding company), and Chairman
and Chief Executive Officer of The
First National Bank of Atlanta and
First Atlanta Corporation (bank
holding company). He is currently a
Director of BellSouth Corporation
(telecommunications), ConAgra,
Inc. (agricultural products), Fisher
Business Systems, Inc. (computer
software), Georgia Power Company
(electric utility), Gerber Alley &
Associates, Inc. (computer
software), National Life Insurance
Company of Vermont, American
Software, Inc. (1989), and
AppleSouth, Inc. (restaurants,
1992).
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** Except as otherwise indicated, each individual has held the office shown
or other offices in the same company for the last five years.
As of August 31, 1994 the nominees and officers of the Trust owned
in the aggregate, less than 1% of the Trust's outstanding shares.
If elected, the Trustees will hold office without limit in time except
that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has
become incapacitated by illness or injury may be retired by written
instrument signed by a majority of the other Trustees; and (d) a Trustee
may be removed at any Special Meeting of shareholders by a vote of
two-thirds of the outstanding shares of the Trust . In case a vacancy
shall for any reason exist, the remaining Trustees will fill such vacancy
by appointing another Trustee, so long as, immediately after such
appointment, at least two-thirds of the Trustees have been elected by
shareholders, and notice thereof will be mailed to shareholders within
three months thereafter. If, at any time, less than a majority of the
Trustees holding office has been elected by the shareholders, the Trustees
then in office will promptly call a shareholders' meeting for the purpose
of electing a Board of Trustees. Otherwise, there will normally be no
meeting of shareholders for the purpose of electing Trustees.
The Trust's Board, which is currently composed of t hree interested
and seven non-interested Trustees, met 10 times during the twelve
months ended August 31, 1994 . It is expected that the Trustees will
meet at least 10 times a year at regularly scheduled meetings.
As a group, the non-interested Trustees received fees and expenses of
$31,065 from the Trust in their capacities as Trustees of the Trust
for the fiscal year ended August 31, 1994 . The non-interested
Trustees also served in similar capacities for other Funds advised by FMR
and received additional compensation for such services.
The Board has adopted a policy whereby non-interested Trustees, upon
reaching their 72nd birthday, will resign. Under a defined benefit
retirement program, non-interested Trustees, upon reaching age 72, are
entitled to payments during their lifetime based on their basic
Trustee fees and their length of service.
The Trust's Audit Committee is composed entirely of Trustees who
are not interested persons of the Trust or FMR or its affiliates and
normally meets three times a year, or as required, prior to meetings of the
Board of Trustees. Currently, Messrs. Kirk (Chairman), Cox, and Jones are
members of the Committee. This Committee oversees and monitors the
financial reporting process, including recommending to the Board the
independent accountants to be selected for the Trust, reviewing internal
controls and the auditing function (both internal and external), reviewing
the qualifications of key personnel performing audit work, and overseeing
compliance procedures. During the twelve months ended August 31,
1994 , the Committee held 5 meetings.
The 1. Trust's Nominating and Administration Committee is
currently composed of Messrs. Flynn (Chairman), McDonough and
Jones . The Committee members confer periodically and hold
meetings as required. The Committee is charged with the duties of reviewing
the composition and compensation of the Board of Trustees, proposing
additional non-interested Trustees, monitoring the performance of legal
counsel employed by the Trust and the non-interested Trustees, and acting
as administrative committee under the Retirement Plan for non-interested
Trustees. During the 12 months ended August 31, 1994 , the
Committee held 4 meetings. The Nominating and Administration Committee will
consider nominees recommended by shareholders. Recommendations should be
submitted to the Committee in care of the Secretary of the Trust. The Trust
does not have a compensation committee; such matters are considered by the
Nominating and Administration Committee.
2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND AS INDEPENDENT ACCOUNTANTS
OF THE TRUST.
By a vote of the non-interested Trustees, the firm of Coopers & Lybrand
has been selected as independent accountants for the Trust to sign or
certify any financial statements of the Trust required by any law or
regulation to be certified by an independent accountant and filed with the
Securities and Exchange Commission ("SEC") or any state. Pursuant to the
1940 Act, such selection requires the ratification of Trust shareholders.
In addition, as required by the 1940 Act, the vote of the Trustees is
subject to the right of the Trust, by vote of a majority of its outstanding
voting securities at any meeting called for the purpose of voting on such
action, to terminate such employment without penalty. Coopers & Lybrand has
advised the Trust that it has no direct or material indirect ownership
interest in the Trust.
The services provided to the Trust include (1) audit of annual financial
statements and, if requested, limited review of unaudited semiannual
financial statements; (2) assistance and consultation in connection with
SEC filings; and (3) review of the federal income tax returns filed on
behalf of the Trust. In recommending the selection of the Trust's
accountants, the Audit Committee reviewed the nature and scope of the
services to be provided (including non-audit services) and whether the
performance of such services would affect the accountant's independence.
Representatives of Coopers & Lybrand are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their
presence.
3. TO AMEND THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING
RIGHTS FOR SHAREHOLDERS OF THE TRUST.
The Board of Trustees has approved, and recommends that shareholders of
each Portfolio approve, a proposal to amend Article VIII, Section 1 of the
Declaration of Trust. The amendment would provide voting rights based on a
shareholder's total dollar interest in a Portfolio (dollar-based voting)
rather than on the number of shares owned. As a result, voting power would
be allocated in proportion to the value of each shareholder's investment.
BACKGROUND. U.S. Treasury, U.S. Government, Domestic Money Market,
Retirement Government Money Market and Retirement Money Market are
portfolios of Fidelity Money Market Trust, an open-end management
investment company organized as a Massachusetts business trust. Each
Portfolio votes separately on matters concerning only that Portfolio and
votes on a trust-wide basis on matters that affect the Trust as a whole,
such as electing trustees or amending the Declaration of Trust. Currently,
under the Declaration of Trust, each share is entitled to one vote,
regardless of the relative value of the shares of each Portfolio in the
trust. Although the Trust currently only contains money market funds, each
of which seeks to maintain a $1.00 net asset value (NAV) per share, the
Trustees may in the future introduce stock or bond funds where NAV per
share will vary.
The original intent of the one-share, one-vote provision was to provide
equitable voting rights as required by the 1940 Act. Recently, the SEC
issued a "no-action" letter permitting a trust to seek shareholder approval
of a dollar-based voting system. FMR will comply with the conditions stated
in the no-action letter.
REASON FOR PROPOSAL. If approved, the amendment would provide a more
equitable distribution of voting rights than the one-share, one-vote system
currently in effect. The voting power of a shareholder of the Trust would
be commensurate with the value of the shareholder's dollar investment
rather than with the number of shares held. The proposed revision to the
Declaration of Trust is provided as Exhibit 1.
Proposal No. 4 below concerns conversion of the Trust, which is
organized under Massachusetts law, into a Trust organized under Delaware
law. If the conversion is approved, each portfolio, as a portfolio of the
Delaware business trust, will be governed by the Delaware trust instrument.
Included as Exhibit 1 is the provision of the Delaware trust investment
that would be amended in order to adopt dollar-based voting as part of the
conversion, if this proposal 3 is approved.
AMENDMENT TO THE DECLARATION OF TRUST. If approved Article VIII,
Section 1 of the Declaration of Trust of the Trust will be amended as
provided in Exhibit 1A. If both proposals 3 and 4 are approved, Article
VII, Section 7.01 of the Delaware Trust Instrument will be amended as
provided in Exhibit 1B.
CONCLUSION. If approved, the amendment will take effect immediately
after the shareholder meeting or after any adjournments thereof. The
Trustees believe the proposed amendment will benefit the Trust by more
accurately weighting voting power to correspond to investment in the Trust,
thereby providing balanced voting power to all shareholders of the Trust.
The Trustees recommend that shareholders vote FOR the proposed amendment to
the Declaration of Trust.
4. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE CONVERSION OF THE
PORTFOLIOS TO A DELAWARE BUSINESS TRUST.
The Trustees have approved an Agreement and Plan of Conversion and
Termination (the "Plan of Conversion") in the form attached to this Proxy
Statement as Exhibit 2. The Plan of Conversion provides for a conversion
(the "Conversion") of U.S. Treasury Portfolio, U.S. Government Portfolio,
Domestic Money Market Portfolio, Retirement Government Money Market
Portfolio, and Retirement Money Market Portfolio (the "current Portfolios")
from separate series of Fidelity Money Market Trust, a Massachusetts
business trust (the "Trust" or "Massachusetts Trust") to separate series of
Fidelity Money Market Trust II, a Delaware business trust (the "Delaware
Trust").
The individual investment objectives, policies, and limitations of the
current Portfolios will not change, except as approved in this proxy
statement. A separate portfolio of the Delaware Trust will carry on the
business of each current Portfolio following the Conversion (the "successor
Portfolios"). Each successor Portfolio will have investment objectives,
policies, and limitations identical to those of its corresponding current
Portfolio (except as they may be modified by a vote of the shareholders as
proposed in this proxy statement). Each current Portfolio will vote
separately on its proposed conversion. For a discussion of the principal
differences between the Massachusetts and Delaware business trust forms of
organization, see "Certain Comparative Information About the Massachusetts
Trust and the Delaware Trust" on page .
FMR, each current Portfolio's investment manager, will be responsible
for the investment management of each successor Portfolio, subject to the
supervision of the Trustees under a separate management contract for that
successor Portfolio identical to the contract currently in effect between
FMR and that current Portfolio (the "Current Management Contracts");
similarly, FMR Texas Inc. ("FMR Texas"), each current Portfolio's
sub-adviser, will have primary responsibility for providing portfolio
investment advisory services to each successor Portfolio under separate
Sub-Advisory Agreements identical to the agreements currently in effect
between FMR Texas and FMR (the "Current Sub-Advisory Agreements") for a
discussion of the Current Management Contract and the Current Sub-Advisory
Agreement, see pages through 34.
Distributors will distribute shares of each successor Portfolio under
separate General Distribution Agreements identical to the contracts
currently in effect between Distributors and each current Portfolio.
It should be noted that the location and legal domicile of FMR, FMR
Texas and Distributors will not be affected by this proposal.
REASON FOR THE PROPOSED CONVERSION. The Trust is presently organized as a
Massachusetts business trust with multiple portfolios. The Trustees
unanimously recommend conversion of each current Portfolio to a separate
corresponding portfolio of a Delaware business trust (i.e., into a
successor Portfolio) which will succeed to the business of its
corresponding current Portfolio. The Trustees have determined that Delaware
law affords advantages to the operations of a mutual fund greater than
those available under Massachusetts law.
Delaware law provides that the shareholders of a Delaware business trust
shall not be subject to liability for obligations of the Delaware
Trust . Under Massachusetts law, current Portfolio shareholders are
potentially liable for obligations of th e current Portfolio;
although the risk of such liability is remote, the Trustees have determined
that Delaware law may afford greater protection against potential
shareholder liability. Similarly, Delaware law provides that, should the
Delaware Trust issue multiple series of shares, each series shall not be
liable for the debts of another series; another potential, although remote,
risk in the case of a Massachusetts business trust.
The Trustees believe that the Delaware business trust form will enable the
Delaware Trust to adopt new methods of operation and employ new
technologies that are expected to reduce costs of operation when, and if,
implemented. Delaware law, for example, authorizes electronic or telephonic
communications between shareholders and the Delaware Trust. The Trustees
hope to take advantage of this provision to improve shareholder voting
procedures and reduce costs. It is anticipated that under Delaware law and
the Delaware Trust Instrument, the Delaware Trust will be required to have
fewer shareholder meetings, potentially further reducing costs.
Neither Massachusetts nor Delaware business trusts are
required to hold annual shareholder meetings, affording significant cost
savings. Delaware law affords to the Trustees the ability to adapt the
Delaware Trust to future contingencies; for example, the Trustees have the
power to incorporate the Delaware Trust, to merge or consolidate with
another entity, to cause each series to become a separate trust, and to
change the Delaware Trust's domicile without shareholder vote. Any exercise
of this authority by the Trustees will be subject to applicable federal
law. This flexibility should help to assure that the Delaware Trust always
operates under the most advanced form of organization, and is intended to
reduce the expense and frequency of future shareholder meetings for
non-investment-related operational issues. Of course, the investment
objective of each current Portfolio and its successor Portfolio remains,
like many of its investment policies, fundamental, and may only be changed
by shareholder vote. (For proposed changes to certain fundamental
investment policies see Proposals 6 -14).
For a more detailed comparison of the Trust's current Massachusetts
Declaration of Trust (the "Massachusetts Declaration of Trust") and the
proposed Delaware Trust Instrument, see "Certain Comparative Information
About the Massachusetts Trust and the Delaware Trust" on page .
The Trustees recommend that current Portfolio shareholders vote FOR the
approval of the Plan of Conversion described below. Such a vote encompasses
approval of the conversion of each current Portfolio to a separate series
of a Delaware business trust; each current Portfolio shall vote separately
and the Trustees of the Massachusetts Trust may proceed with the conversion
of current Portfolios whose shareholders vote for the conversion of that
current Portfolio, even though one of the current Portfolios should not so
vote. A vote FOR further encompasses temporary waiver of certain investment
limitations of each current Portfolio to permit the Conversion (see
"Temporary Waiver of Investment Restrictions" on page 15 );
authorization of the Massachusetts Trust, as sole shareholder of the
Delaware Trust, to elect as Trustees of the Delaware Trust the persons who
currently serve as Trustees of the Massachusetts Trust (see "Trustee
Information" beginning on page ) to approve or disapprove the
selection of the independent accountants described on page ; to approve
or disapprove an amendment to the Trust Instrument described on page 10;
and , to approve (i) a Management Contract with FMR for each
successor Portfolio, (ii) a Sub-Advisory Agreement between FMR and FMR
Texas for each successor Portfolio between FMR and FMR Texas, and (iii) a
Distribution and Service Plan under Rule 12b-1 under the 1940 Act
identical to the contracts or Plans as the case may be, currently in effect
with each corresponding current Portfolio. For a discussion of these
contracts and Plans see pages through 34 .
REQUIRED VOTE The affirmative vote of the holders of a majority of the
outstanding voting securities of each current Portfolio entitled to vote at
the Meeting is required for approval of the Plan of Conversion with respect
to that current Portfolio. If the Plan of Conversion is not approved by a
particular current Portfolio, that current Portfolio will continue to
operate as a series of the Massachusetts Trust and the Trustees may take
any action including postponement of the closing of the Conversion, to
facilitate the Conversion of each Portfolio voting FOR Conversion.
SUMMARY OF THE PLAN CONVERSION The following discussion summarizes the
important terms of the Plan of Conversion. This summary is qualified in its
entirety by reference to the Plan of Conversion itself, which is included
as Exhibit 2 to this Proxy Statement.
In order to accomplish the Conversion, the Delaware Trust has been formed
as a Delaware business trust pursuant to a Trust Instrument dated June 20,
1991 (the "Delaware Trust Instrument"). On the closing date of the
Conversion ("Closing Date"), each current Portfolio will transfer all of
its assets to the successor Portfolio, a series of shares of the Delaware
Trust established for the purpose of effecting the Conversion, in exchange
for the assumption by the successor Portfolio of all the liabilities of
that current Portfolio and the issuance of shares of beneficial interest of
that successor Portfolio ("successor Portfolio Shares") equal to the value
(as determined by using the procedures set forth in that current
Portfolio's prospectus) on the date of the exchange of that current
Portfolio's net assets divided by $1.00, the anticipated net asset value
per share of each successor Portfolio. Immediately thereafter, each current
Portfolio will distribute successor Portfolio shares to each current
Portfolio shareholder pro rata, in proportion to each current Portfolio
shareholder's beneficial interest in their current Portfolio
( " current Portfolio shares"), in liquidation of their current
Portfolio shares. Immediately after this distribution of successor
Portfolio shares, each current Portfolio will be terminated and, as soon as
practicable thereafter, will be wound up and liquidated. UPON
COMPLETION OF THE CONVERSION, EACH CURRENT PORTFOLIO SHAREHOLDER WILL BE
THE OWNER OF FULL AND FRACTIONAL SUCCESSOR PORTFOLIO SHARES EQUAL IN
NUMBER, DENOMINATION, AND AGGREGATE NET ASSET VALUE TO HIS OR HER CURRENT
PORTFOLIO SHARES.
The Plan of Conversion authorizes the Trust, on the Portfolios'
behalf , as the then sole initial shareholder of the Delaware Trust:
(1) to elect as Trustees of the Delaware Trust the persons who currently
serve as Trustees of the Massachusetts Trust; (2) to approve or disapprove
the selection of the independent accountants who currently serve as
independent accountants of the Massachusetts Trust; (3) to approve or
disapprove an amendment to the Trust Instrument described on page 10;
and ( 4 ) to approve (i) separate management contracts with FMR
for each successor Portfolio (the "New Management Contracts"), (ii)
separate Sub-Advisory Agreements between FMR and FMR Texas with respect to
each successor Portfolio (the "New Sub-Advisory Agreements"), and (iii)
separate Distribution and Service Plans ("New Plans") under Rule 12b-1 with
respect to each successor Portfolio identical to the contracts or plans, as
the case may be, currently in effect with the current Portfolios.
The newly elected Delaware Trust Trustees will hold office without limit
in time except that (a) any Trustee may resign; (b) any Trustee may be
removed by written instrument signed by at least two-thirds of the number
of Trustees prior to removal; (c) any Trustee who requests to be retired by
written instrument signed by a majority of the other Trustees or who has
died, become physically or mentally incapacitated by reason of disease or
otherwise, or otherwise unable to serve, may be retired; and (d) a Trustee
may be removed at any Special Meeting of the shareholders by a vote of
two-thirds of the outstanding shares of the Delaware Trust. In case a
vacancy shall for any reason exist, the remaining Trustees will fill such
vacancy by appointing another Trustee, so long as, immediately after such
appointment, at least two-thirds of the Trustees have been elected by
shareholders. If, at any time, less than a majority of the Trustees holding
office has been elected by shareholders, the Trustees then in office will
promptly call a shareholders' meeting for the purpose of electing a Board
of Trustees. Otherwise, there normally will be no meeting of shareholders
for the purpose of electing Trustees.
Each New Management Contract, New Sub-Advisory Agreement, and New Plan
will take effect on the Closing Date. Each New Sub-Advisory
Agreement , New Management Contract , and New Plan will
continue in force until J une , 1995. Each agreement will continue in
force thereafter from year to year so long as its continuance is approved
at least annually (i) by the vote of a majority of the Trustees who are not
"interested persons" of the Delaware Trust, FMR, or FMR Texas, cast in
person at a meeting called for the purpose of voting on such approval, and
(ii) by vote of a majority of the Trustees or by the vote of a majority of
the outstanding shares of the successor Portfolio which is the subject of
that agreement. Each New Management Contract, New Sub-Advisory Agreement,
and New Plan will be terminable without penalty on sixty days' written
notice either by the Delaware Trust, FMR, or FMR Texas, as the case may be,
and will terminate automatically in the event of its assignment.
Assuming the Plan of Conversion is approved, it is currently contemplated
that the Conversion will become effective at the close of business on
October 18, 1994. However, the Conversion may become effective at
another time and date if circumstances warrant.
The obligations of the Massachusetts Trust and the Delaware Trust under
the Plan of Conversion are subject to various conditions as stated therein.
In order to provide against unforeseen events, the Plan of Conversion may
be terminated or amended at any time prior to the Conversion by action of
the Trustees notwithstanding the approval of the Plan of Conversion by
current Portfolio shareholders, if (1) there is a material breach by the
other party of any representation, warranty, or agreement contained in the
Plan of Conversion or (2) it reasonably appears that a party cannot meet a
condition of the Plan of Conversion. The Massachusetts Trust and the
Delaware Trust may at any time waive compliance with any of the covenants
and conditions contained in, or may amend, the Plan of Conversion, provided
that such waiver or amendment does not materially adversely affect the
interests of current Portfolio shareholders.
CONTINUATION OF PORTFOLIO SHAREHOLDER ACCOUNTS AND PLANS. The Delaware
Trust's transfer agent will establish an account for each successor
Portfolio shareholder containing the appropriate number and denominations
of successor Portfolio shares to be received by that shareholder under the
Plan of Conversion. Such accounts will be identical in all material
respects to the accounts currently maintained by each current Portfolio's
transfer agent for each current Portfolio shareholder. Current Portfolio
shareholders who are receiving payment under a withdrawal plan with respect
to current Portfolio shares will retain the same rights and privileges as
to successor Portfolio shares under the Plan of Conversion. Similarly, no
action will be necessary in order to continue any automatic investment plan
or retirement plan currently maintained by a current Portfolio shareholder
with respect to current Portfolio shares.
EXPENSES. The expenses of the Conversion, estimated at $15,000 in the
aggregate, will be borne by FMR.
TEMPORARY W AIVER OF INVESTMENT RESTRICTIONS. Certain
fundamental investment restrictions of each current Portfolio, which
prohibit that current Portfolio from acquiring more than a stated
percentage of ownership of another company, might be construed as
restricting a current Portfolio's ability to carry out the Conversion. By
approving the Plan of Conversion, current Portfolio shareholders will be
agreeing to waive, only for the purpose of the Conversion, those
fundamental investment restrictions that could prohibit or otherwise impede
the transaction.
TAX CONSEQUENCES OF THE CONVERSION. The Massachusetts Trust and the
Delaware Trust each have received advice from their counsel, Kirkpatrick &
Lockhart, that no gain or loss will be recognized for federal income tax
purposes by each current Portfolio, the Delaware Trust, or the current
Portfolio shareholders upon (1) the transfer of a current Portfolio's
assets in exchange solely for the successor Portfolio shares and the
assumption by the Delaware Trust on behalf of the successor Portfolio of
that current Portfolio's liabilities or (2) the distribution of successor
Portfolio shares to current Portfolio shareholders in liquidation of their
current Portfolio shares. The opinion further provides, among other things,
that (a) the basis for tax purposes of the successor Portfolio shares to be
received by each current Portfolio shareholder will be the same as that of
his or her current Portfolio shares; and (b) each current Portfolio
shareholder's holding period for his or her successor Portfolio shares will
include the holding period for his or her current Portfolio shares,
provided that current Portfolio shares were held as capital assets on the
date of the exchange.
CERTAIN COMPARATIVE INFORMATION ABOUT
THE MASSACHUSETTS TRUST AND THE DELAWARE TRUST
SUMMARY OF THE TRUST INSTRUMENT. The Delaware Trust has been established
pursuant to the Trust Instrument under the laws of the State of Delaware.
The investment objective, policies, and limitations of each Successor
Portfolio or Series of the Delaware Trust will be the same as those of the
respective current Portfolios, including the revised policies and
limitations, if approved, adopted by shareholders pursuant to Proposals 6
through 14. The Delaware Trust's fiscal year will be the same as that of
the Trust, although the Trustees may change the fiscal year in their
discretion. Prior to the Conversion, each successor Portfolio will not have
any assets or liabilities. During the Conversion, the Massachusetts Trust
will be the sole shareholder of the successor Portfolios immediately prior
to distribution of successor Portfolio shares to current Portfolio
shareholders.
As a Delaware business trust, the Delaware Trust's operations will be
governed by the Trust Instrument, the Delaware Trust Bylaws, and applicable
Delaware law rather than by the Massachusetts Declaration of Trust,
Massachusetts Bylaws, and Massachusetts law. The operations of the Delaware
Trust will continue to be subject to the provisions of the 1940 Act and the
rules and regulations of the Securities and Exchange Commission (SEC)
thereunder and applicable state securities laws.
TRUSTEES AND OFFICERS OF THE TRUST. Subject to the provisions of the
Delaware Trust Instrument, the business of the Delaware Trust is supervised
by its Trustees, who serve indefinite terms and who have all powers
necessary or convenient to carry out that responsibility. The
responsibilities, powers, and fiduciary duties of the Trustees of the
Delaware Trust will be substantially the same as those of the Trustees of
the Massachusetts Trust. The Trustees of the Delaware Trust would be those
persons who are elected pursuant to Proposal 1.
It is anticipated that the Trustees of the Delaware Trust will elect the
present officers of the Massachusetts Trust to serve as officers of the
Delaware Trust and that such persons will perform the same functions
following the Conversion that they now perform on behalf of the
Massachusetts Trust.
SERIES OF SHARES OF THE MASSACHUSETTS TRUST AND THE DELAWARE TRUST. The
Delaware Trust Instrument permits the Trustees to create one or more series
or portfolios of the Delaware Trust and, with respect to each series, to
issue an unlimited number of full or fractional shares of that series or of
one or more of that series' classes. The Massachusetts Trust Trustees have
identical rights under the Massachusetts Declaration of Trust. After the
Conversion, the Delaware Trust will have five series. Each share of each
series of the Delaware Trust, like each share of each series of the
Massachusetts Trust, represents an equal proportionate interest with each
other share in that series, none having priority or preference over
another. Additional series or classes thereof may be added in the future.
DELAWARE AND MASSACHUSETTS TRUST SHAREHOLDER LIABILITY. One area of
difference between the two forms of organizations is the potential
liability of shareholders. Generally, Delaware Trust shareholders are not
personally liable for obligations of the Delaware Trust under Delaware law.
The Delaware Business Trust Act ("the Delaware Act") provides that a
shareholder of a Delaware business trust shall be entitled to the same
limitation of liability extended to shareholders of private corporations
for profit. However, no similar statutory or other authority limiting
business trust shareholder liability exists in many other states, including
Texas, the location of FMR Texas, the Portfolios' sub-adviser. As a result,
to the extent that the Delaware Trust or a shareholder is subject to the
jurisdiction of courts in those states, the courts may not apply Delaware
law, and may thereby subject the Delaware Trust shareholders to liability.
To guard against this risk, the Trust Instrument (i) contains an express
disclaimer of shareholder liability for acts or obligations of the Delaware
Trust and requires that notice of such disclaimer be given in each
agreement, obligation, and instrument entered into as executed by the
Delaware Trust or its Trustees and (ii) provides for indemnification out of
Delaware Trust property of any shareholder held personally liable for the
obligations of the Delaware Trust. Thus, the risk of a Delaware Trust
shareholder incurring financial loss beyond his investment because of
shareholder liability is limited to circumstances in which (1) a court
refused to apply Delaware law, (2) no contractual limitation of liability
was in effect, and (3) the Delaware Trust itself would be unable to meet
its obligations. In light of Delaware law, the nature of the Delaware
Trust's business, and the nature of its assets, FMR believes that the risk
of personal liability to a Delaware Trust shareholder is extremely remote.
Shareholders of a Massachusetts business trust may, under certain
circumstances, be held personally liable under Massachusetts law for the
obligations of the Massachusetts Trust. The Massachusetts Declaration of
Trust, like the Delaware Trust Instrument, contains an express disclaimer
of shareholder liability and requires that notice of such disclaimer be
given in each agreement entered into or executed by the Massachusetts Trust
or the Trustees. The Massachusetts Declaration of Trust also provides for
indemnification out of the trust property. Thus, FMR believes the risk of
Portfolio shareholder liability is also remote for shareholders of
Massachusetts business trusts.
VOTING RIGHTS OF MASSACHUSETTS TRUST AND DELAWARE TRUST SHAREHOLDERS.
Neither the Massachusetts Trust nor the Delaware Trust is required to hold
annual shareholder meetings. The Massachusetts Declaration of Trust and
Delaware Trust Instrument each, in substance, provides that a special
meeting of shareholders may be called by the holders of 10% or more of the
shares, and that 10 or more holders who have been such for six months of
$25,000, or 1% of the shares, whichever is greater, may apply to the
Trustees stating that they wish to communicate with shareholders in order
to obtain the call by 10% of the outstanding shares, in which case the
Trustees shall cooperate with such shareholders as required under Section
16(c) of the 1940 Act.
The Delaware Trust, like the Massachusetts Trust, will operate as an
open-end management investment company registered with the SEC under the
1940 Act. Shareholders of each successor Portfolio will, therefore, have
the power to vote at special meetings with respect to, among other things,
changes in fundamental investment policies and limitations of the successor
Portfolio; ratification of the selection by the Trustees of the independent
accountants for the Delaware Trust; and such additional matters relating to
the Delaware Trust as may be required by law, or the Trustees consider
desirable. If, at any time, less than a majority of the Trustees holding
office has been elected by shareholders, the Trustees then in office will
promptly call a meeting of shareholders of the Delaware Trust for the
purpose of electing a Board of Trustees. The Massachusetts Trust has
notified the SEC that the Delaware Trust will adopt the existing
registration statement under the Securities Act of 1933 with respect to its
shares.
The Trust Instrument provides that shareholders shall have the power to
vote only with respect to the election of Trustees, the removal of
Trustees, the approval of investment advisory or management contracts, and
with respect to such additional matters as may be required by law or the
Trustees may consider desirable. The Trust Instrument also permits the
Trustees to amend the Trust Instrument, except that shareholders shall have
the right to vote on any amendment affecting their right to vote, on any
amendment required by law or the Delaware Trust's registration statement or
on any matter submitted to shareholders by the Trustees. The Massachusetts
Declaration of Trust, on the other hand, generally gives the shareholders
exclusive power to amend the Massachusetts Declaration of Trust in addition
to the voting rights granted by the Delaware Trust Instrument. The Delaware
Trust Instrument provides that one-third of the shares shall constitute a
quorum; the Massachusetts Declaration of Trust requires a majority of
shares to establish quorum for a meeting.
LIABILITY OF TRUSTEES. The Delaware Trust Instrument provides that the
Trustees shall not be liable to any person other than the Delaware Trust or
a shareholder and that a Trustee shall not be liable for any act as a
Trustee; but nothing in the Delaware Trust Instrument protects a Trustee
against any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office. The Massachusetts
Declaration of Trust provides that its Trustees shall not be liable for
errors of judgment or mistakes of fact or law, subject to substantially
similar provisions concerning bad faith, gross negligence, and reckless
disregard as those described above.
5. TO ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY PERMITTING EACH PORTFOLIO
TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY WITH
SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has approved, subject to a shareholder vote, the
adoption of a new fundamental investment policy that would permit each
Portfolio to pool its assets with other Fidelity money market funds
("Pooled Fund"). If the proposal is approved, each Portfolio will be
authorized to invest all its assets in a Pooled Fund that would invest in
the same type of securities (and have the same objective, policies and
limitations) as each Portfolio does currently. The purpose of pooling would
be to achieve operational efficiencies.
BACKGROUND. A number of mutual funds have developed structures under which
several funds invest all their assets in a single pooled investment. For
example, a money market fund offering institutional services for large
investors might pool its investments with another money market fund that
offers checkwriting for individuals. This structure allows several funds
with different features to combine their investments instead of managing
them separately. The funds combine their investments by investing all their
assets in the same pooled fund, which is organized as an open-end
management investment company (a mutual fund).
PURPOSE OF THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take maximum advantage of potential
efficiencies. While neither the Board nor FMR has determined that the
Portfolios should invest in Pooled Funds, the Trustees believe it could be
in the best interests of the Portfolios to adopt such a structure to allow
for investing in a Pooled Fund at a future date.
At present, certain of each of the Portfolio's fundamental investment
policies and limitations would prevent the Portfolios from investing all of
their assets in another investment company, and would require a vote of
shareholders of each Portfolio before such a structure could be adopted. To
avoid the costs associated with a subsequent shareholder meeting, the
Trustees recommend that shareholders vote to permit each Portfolio's assets
to be invested in a single Pooled Fund, without an additional vote of
shareholders, if the Trustees determine that action to be in the best
interests of the Portfolios and their shareholders. If shareholders approve
this proposal, the fundamental policies and limitations of the Portfolios
that currently prohibit investment in shares of a single investment company
would be appropriately modified to permit investment in a Pooled Fund.
These policies include each Portfolio's limitation on investing more than
5% of its total assets in the securities of any one issuer or more than 25%
in one industry.
DISCUSSION. FMR currently manages a number of mutual funds with similar
investment objectives, policies, and limitations, but with different
features and services ("Comparable Funds"). Were these Comparable Funds to
pool their assets, operational efficiencies could be achieved and
costs could be reduced. Similarly, FMR anticipates that a Pooled Fund
structure would facilitate the introduction of new Fidelity mutual funds,
increasing the investment options available to shareholders.
The Portfolios' methods of operation and shareholder services would not be
materially affected by their investment in a Pooled Fund, except that the
assets of each Portfolio would be managed as part of a larger pool. Were a
Portfolio to invest all of its assets in a Pooled Fund, it would hold only
a single investment security, and the Pooled Fund would directly invest in
individual money market securities. The Portfolio would otherwise continue
its normal operation, including the payment of interest dividends. The
Pooled Fund would be managed by FMR or an affiliate, such as FMR Texas. The
Trustees would retain the right to withdraw a Portfolio's investments from
the Pooled Fund at any time. The Portfolio would then resume investing
directly in money market instruments as it is does currently.
At present, the Trustees have not considered any proposal to authorize
pooling of assets. The Trustees will only authorize investing a Portfolio's
assets in a Pooled Fund if they determine that pooling is in the best
interests of the Portfolio and its shareholders and if, upon advice of
counsel, they determine that the investment will not have material adverse
tax consequences to the Portfolio or its shareholders. In determining
whether to invest in a Pooled Fund, the Trustees will consider, among other
things, the opportunity to reduce costs and to achieve operational
efficiencies. The Trustees will not authorize investment in a Pooled Fund
if doing so would increase costs to shareholders.
FMR is presently seeking federal and state regulatory approval in order to
put the Fidelity funds in a position to invest in Pooled Funds. There is,
of course, no assurance that all necessary regulatory approvals will be
obtained, nor that cost reductions or increased efficiencies will be
achieved.
FMR may benefit from the use of a Pooled Fund if overall assets are
increased (since FMR's fees are based on assets). Also, FMR's expenses of
providing investment and other services to the Portfolios may be reduced.
If a Portfolio's investment in a Pooled Fund were to reduce FMR's expenses
materially, the Trustees would consider whether a reduction in FMR's
management fee would be appropriate if and when Pooled Fund operation
occurs.
PROPOSED FUNDAMENTAL POLICY. In order to permit the Portfolios to invest
in a Pooled Fund at a future date, the Trustees recommend that the
Portfolios adopt the following fundamental policy:
"The Portfolio may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies and limitations as the
Portfolio."
CONCLUSION. After consideration of the relevant factors, the Board of
Trustees has determined that it is appropriate for shareholders to adopt a
new fundamental policy that would permit each Portfolio, subject to future
review by the Board of Trustees as described above, to invest all of its
assets in an open-end investment company with substantially the same
fundamental investment objective. policies, and limitations as the
Portfolio.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
The primary purpose of Proposals 6 through 14 is to revise several of the
Portfolios' investment limitations to conform to limitations which are
expected to become standard for all funds managed by FMR. The Board of
Trustees has asked FMR to analyze the investment limitations of the
Fidelity funds, and, where practical and appropriate to a fund's investment
objective, to adopt standard non-fundamental limitations and to propose to
shareholders elimination of certain fundamental limitations or adoption of
standard fundamental limitations. FMR believes that increased
standardization will help to promote operational efficiencies and
facilitate monitoring of compliance with fundamental and non-fundamental
investment limitations. Except as noted in the proposals, the new or
revised limitation s are not likely to have any impact on the
investment techniques employed by the Portfolios at this time . However,
they will contribute to the overall objectives of standardization.
6. TO ELIMINATE EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING SHORT SALES OF SECURITIES.
Retirement Money Market Portfolio and Retirement Government Money Market
Portfolio's current fundamental investment limitation regarding short sales
of securities states:
"The Portfolio may not:
sell securities short, unless it owns, or by virtue of ownership of other
securities has the right to obtain, securities equivalent in kind and
amount to the securities sold short, and provided that transactions in
futures contracts are not deemed to constitute short sales;"
Current fundamental language for the remaining three portfolios (U.S
Government, U.S. Treasury, and Domestic Money Market ) regarding short
sales of securities states as follows:
"The Portfolio may not:
make short sales of securities;"
The Trustees recommend that shareholders vote to eliminate these
fundamental investment limitations. If the proposal is approved, the
Trustees intend to adopt the following non-fundamental limitation that
could be changed without a vote of shareholders. T he proposed
non-fundamental limitation is set forth below, with a brief analysis of
the substantive differences between it and the current
limitation.
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security.
The proposed non-fundamental investment limitation on short sales provides
that each Portfolio may not engage in short sales of securities unless it
owns the same securities in an amount equivalent to the securities sold
short. This investment technique is known as a short sale "against the
box." If the proposal is approved, the Trustees intend to adopt the
following non-fundamental investment limitation on short selling, which
would permit short sales against the box:
"The Portfolio does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short."
The proposed non-fundamental limitation would enable the Portfolios
to obtain equivalent securities (by converting a convertible bond,
for example, or exercising a warrant or option), a transaction would
qualify as a short sale against the box. The current fundamental language
for U.S. Government Portfolio, U.S. Treasury Portfolio, and Domestic Money
Market Portfolio prohibits the portfolios from selling securities short
under any circumstances. In order to make the limitations of these
Portfolios consistent with the more flexible retirement Portfolios, the
Board of Trustees has proposed language which will allow all five
Portfolios to sell securities short under certain circumstances, without
significantly altering the Trust's investment objectives and policies.
Certain state regulations currently prohibit mutual funds from entering
into any short sales, other than short sales against the box. If the
proposal is approved, however, the Board of Trustees would be able to
change the proposed non-fundamental limitation in the future, without a
vote of shareholders. As an example, the Trustees may vote to change the
limitation if state regulations were to change to permit other types of
short sales.
CONCLUSION. The Board of Trustees believes that the efforts to standardize
each Portfolio's investment limitations will facilitate FMR's investment
compliance efforts (see "Adoption of Standardized Investment Limitations"
on page ) and are in the best interests of the shareholders.
Accordingly, the Board of Trustees recommends voting FOR the proposal to
eliminate each Portfolio's fundamental investment limitation regarding
short sales of securities. If approved, the new non-fundamental limitation
will become effective on the closing date . If the proposal is
not approved, each Portfolio's current limitation will remain unchanged.
7. TO ELIMINATE U.S. GOVERNMENT PORTFOLIO'S, U.S. TREASURY PORTFOLIO'S AND
DOMESTIC MONEY MARKET PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING INVESTMENT IN OTHER INVESTMENT COMPANIES.
U.S. Government Portfolio's, U.S. Treasury Portfolio's and Domestic Money
Market Portfolio's current fundamental investment limitation concerning
investment in other investment companies states:
"The Portfolio may not:
purchase the securities of other investment companies or investment
trusts;"
The Trustees recommend that shareholders of each Portfolio vote to
eliminate the above fundamental investment limitation. If the proposal is
approved, the Trustees intend to replace the current fundamental limitation
with the following non-fundamental limitation, which could be changed
without a vote of shareholders:
"The Portfolio does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger;"
The ability of mutual funds to invest in other investment companies is
restricted by rules under the 1940 Act, including a rule limiting such
investments to 10% of a fund's total assets, and by some state regulations.
The proposal would permit the funds to invest in securities of other
investment companies (but not open-end mutual funds), subject to those
rules and regulations. Any securities issued by other investment companies
would also have to meet the Portfolios' credit and maturity standards, as
well as the requirements of Rule 2a-7 under the 1940 Act. In some cases,
other investment companies may incur expenses that are comparable to
expenses paid by the Portfolios, which would be taken into account in
considering investments in such securities.
CONCLUSION. The Board of Trustees believes that the efforts to standardize
the Portfolios' investment limitations will facilitate FMR's investment
compliance efforts (see "Adoption of Standardized Investment Limitations"
on page ) and are in the best interests of the shareholders.
Accordingly, the Board of Trustees recommends voting FOR the proposal to
eliminate each Portfolio's fundamental investment limitation regarding
investments in other investment companies. If approved, the new
non-fundamental limitation will become effective on the closing
date . If the proposal is not approved by a Portfolio's shareholders,
then the current limitation will remain unchanged.
8. TO ELIMINATE EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING MARGIN PURCHASES.
Domestic Money Market Portfolio, U.S Treasury Portfolio and U.S.
Government Portfolio each have a current fundamental investment limitation
concerning purchasing securities on margin which states:
"The Portfolio may not:
purchase securities on margin (but a Portfolio may obtain such credits as
may be necessary for the clearance of purchases and sales of securities);"
Similarly, Retirement Money Market Portfolio, and Retirement Government
Money Market Portfolio each have a current fundamental investment
limitation concerning purchasing securities on margin which states:
"The Portfolio may not:
purchase securities on margin, except that the Portfolio may obtain such
short-term credits as are necessary for the clearance of transactions, and
provided that the Portfolio may make initial and variation margin payments
in connection with transactions in futures contracts and options on futures
contracts;"
The Trustees recommend that shareholders vote to eliminate both of the
above fundamental investment limitations. If the proposal is approved, the
Trustees intend to adopt a non-fundamental limitation that could be changed
without a vote of shareholders.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the
borrower places with its broker as collateral against this loan. Each
Portfolio's current fundamental limitation prohibits the Portfolio from
purchasing securities on margin, except for initial and variation margin
payments made in connection with the purchase and sale of futures contracts
and options on futures contracts. Mutual funds are also permitted to obtain
such short-term credits as may be necessary for the clearance of
transactions. The proposed non-fundamental limitation includes this
exception. With these exceptions, mutual funds are prohibited from entering
into most types of margin purchases by applicable SEC policies.
Subject to shareholder approval, the Trustees intend to adopt the
following non-fundamental investment limitation, which would prohibit
margin purchases except as permitted under the conditions referred to
above:
"The Portfolio does not currently intend to purchase securities on margin,
except that the Portfolio may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin."
Although elimination of each Portfolio's fundamental limitation on margin
purchases is unlikely to affect the Portfolio's investment techniques at
this time, the Portfolios may alter their investment practices in the
future in the event of a change in federal regulatory requirements. The
Board of Trustees believes that efforts to standardize the Portfolios'
investment limitations will facilitate FMR's investment compliance efforts
(see "Adoption of Standardized Investment Limitations" on page ) and
are in the best interests of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal to eliminate
each Portfolio's fundamental investment limitation regarding margin
purchases. If approved, the new non-fundamental limitation will become
effective on the closing date. If the proposal is not approved, each
Portfolio's current limitation will remain unchanged.
9. TO AMEND U.S. GOVERNMENT PORTFOLIO'S, U.S. TREASURY PORTFOLIO'S AND
DOMESTIC MONEY MARKET PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATIONS
REGARDING DIVERSIFICATION.
The current investment limitation regarding diversification for U.S.
Government Portfolio, U.S Treasury Portfolio and Domestic Money Market
Portfolio reads:
"The Portfolio may not:
purchase the securities of any issuer (other than obligations issued or
guaranteed as to principal and interest by the government of the United
States, its agencies or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of such issuer;
provided, however, that with respect to 25% of its total assets 10% of its
assets may be invested in the securities of any single issuer;"
Subject to shareholder approval, the Trustees intend to replace this
limitation with the following fundamental investment limitation governing
diversification:
"The Portfolio may not:
with respect to 75% of the Portfolio's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed as to
principal by the U.S. government or any of its agencies or
instrumentalities) if, as a result, (a) more than 5% of the Portfolio's
total assets would be invested in the securities of that issuer, or (b) the
Portfolio would hold more than 10% of the outstanding voting securities of
that issuer;"
If the proposal is approved by shareholders, the Trustees intend to
adopt the following non-fundamental investment limitation governing
diversification.
"The Portfolio does not currently intend to purchase a security (other
than a security issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, more than 5% of its total
assets would be invested in the securities of a single issuer; provided
that the Portfolio may invest up to 10% of its total assets in the first
tier securities of a single issuer for up to three business days;"
The amendment of fundamental language proposed above increases the
efficiency of the operation and monitoring of the Fund, and in turn allows
for the improvement of the quality of services performed by FMR on behalf
of shareholders of the Fund. Adoption of new non-fundamental language
facilitates a more expeditious, less costly adoption of policies consistent
with any regulatory changes which affect the Fund, which, in turn, benefits
the shareholders.
The Board of Trustees believes that the efforts to standardize the
Portfolios' investment limitations will facilitate FMR's investment
compliance efforts (see "Adoption of Standardized Investment Limitations"
on page ) and are in the best interests of the shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal to amend the
above-referenced Portfolios' fundamental investment limitation regarding
diversification. If approved, the new fundamental limitation will become
effective on the closing date. If the proposal is not approved, each
Portfolio's current limitation will remain unchanged.
10. TO AMEND RETIREMENT MONEY MARKET PORTFOLIO'S AND RETIREMENT GOVERNMENT
MONEY MARKET PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATIONS REGARDING
LENDING.
Current language regarding loans for both Retirement Money Market
Portfolio and Retirement Government Money Market Portfolio states:
"The Portfolio may not . . .
lend any security or make any other loan if, as a result, more than 331/3%
of the Portfolio's total assets would be lent to other parties, except (i)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies and limitations, or (ii)
by engaging in repurchase agreements with respect to portfolio securities."
The Trustees recommend that shareholders vote to replace this limitation
with the following new fundamental investment limitation governing loans:
"The Portfolio may not . . .
lend any security or make any other loan if, as a result, more than 331/3%
of the Portfolio's total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements."
The primary purpose of the proposal is to revise the Portfolio's
fundamental lending limitations to conform to a limitation that is expected
to become standard for all funds managed by FMR. Although adoption of the
new lending limitation is not likely to have a significant impact on the
investment techniques employed by either Portfolio, it will contribute to
the overall objectives of standardization. (See "Adoption of Standardized
Investment Limitations" on page .) If the proposal is approved, the
new fundamental lending limitation cannot be changed without a vote of
shareholders.
The proposed amended limitation also provides specific authority for the
Portfolio to acquire an entire issue of debt securities, whether privately
or publicly offered. Ordinarily, if a Portfolio purchases an entire issue
of debt securities, there may be greater risks associated with liquidity
and availability of public information if the issuer has no other issue of
securities outstanding, and it may be more difficult to obtain pricing
information to be used in establishing the Portfolio's daily share price.
The Board of Trustees believe s that the efforts to standardize the
Portfolios' investment limitations will facilitate FMR's investment
compliance efforts (see "Adoption of Standardized Investment Limitations"
on page ) and are in the best interests of the shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal to amend the
above-referenced Portfolios' fundamental investment limitation regarding
lending. If approved, the new fundamental limitation will become effective
on the closing date. If the proposal is not approved, each Portfolio's
current limitation will remain unchanged.
11. TO AMEND RETIREMENT MONEY MARKET PORTFOLIO'S AND RETIREMENT GOVERNMENT
MONEY MARKET PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
SENIOR SECURITIES.
Both Retirement Money Market Portfolio's and Retirement Government Money
Market Portfolio's current fundamental investment limitation regarding the
issuance of senior securities states as follows:
"The Portfolio may not . . .
issue bonds or any other class of securities preferred over shares of the
Portfolio in respect of the Portfolio's assets or earnings, provided that
the Trust may establish additional series or classes of shares in
accordance with its Declaration of Trust."
The Trustees recommend that shareholders vote to replace this limitation
with the following new fundamental investment limitation governing the
issuance of senior securities:
"The Portfolio may not . . .
issue senior securities, except as permitted under the Investment Company
Act of 1940."
Although the definition of a "senior security" involves complex statutory
and regulatory concepts, a senior security is generally thought of as a
class of security preferred over shares of a portfolio with respect to the
portfolio's assets or earnings. It generally does not include temporary or
emergency borrowings by a portfolio (which might occur to meet shareholder
redemption requests) in accordance with federal law and the portfolio's
investment limitations. Various investment techniques which obligate a
portfolio to pay money at a future date (e.g. the purchase of securities
for settlement on a date that is longer than normal) occasionally raise
questions as to whether a "senior security" is created. A Portfolio
utilizes such techniques only in accordance with applicable regulatory
requirements under the 1940 Act.
Although adoption of an amended senior securities limitation is not likely
to have any impact on the investment techniques employed by the Portfolios,
it will contribute to the overall objectives of standardization. (See
"Adoption of Standardized Investment Limitations" on page . ) If the
proposal is approved, the new fundamental senior securities limitation
cannot be changed without a vote of the Portfolios' shareholders.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
adopt the new limitation concerning the issuance of senior securities. The
new limitation will become effective on the closing date . If the
proposal is not approved, the Portfolios' current limitation will remain
unchanged.
12. TO AMEND EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION REGARDING
BORROWING.
Each Portfolio's current fundamental investment limitation regarding
borrowing states:
"The Portfolio may not:
borrow money, except that a Portfolio may borrow money for temporary or
emergency purposes (not for leveraging or investment), or engage in reverse
repurchase agreements in an amount not exceeding 33 1/3% of the value of
its total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed 33 1/3% of the value
of the Portfolio's total assets by reason of a decline in net assets will
be reduced within three days to the extent necessary to comply with the 33
1/3% limitation;"
Subject to shareholder approval, the Trustees intend to replace this
limitation with the following amended fundamental investment
limitation governing borrowing:
"The Portfolio may not:
borrow money, except that the Portfolio may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment), and (ii) engage
in reverse repurchase agreements for any purpose; provided that (i) and
(ii) in combination do not exceed 33 1/3% of the Portfolio's total assets
(including the amount borrowed) less liabilities (other than borrowings).
Any borrowings that come to exceed this amount will be reduced within three
days (not including Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;"
The proposed amended limitation would require each Portfolio to reduce
borrowings that come to exceed 33 1/3% of total assets for any reason,
within three days excluding Sundays and holidays. Under the current
limitation, the Portfolios must reduce borrowings that come to
exceed 33 1/3% of total assets only by reason of a decline in net assets.
The proposal would also act to revise each Portfolio's fundamental
borrowing limitation to conform to a limitation that is expected to become
standard for all funds managed by FMR. Adoption of the proposed limitation
concerning borrowing is not expected to affect the way in which the
Portfolios are managed, but rather it will contribute to the overall
objective of standardization.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each Portfolio. Accordingly, the Trustees recommend
that shareholders of the Portfolios vote FOR the proposed amendment. The
new limitation, upon shareholder approval, will become effective on
the closing date . If the proposal is not approved, each Portfolio's
current limitation will remain unchanged.
13. TO AMEND EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
REAL ESTATE.
Domestic Money Market Portfolio, U.S. Treasury Portfolio, and U.S.
Government Portfolio each have a fundamental investment limitation
regarding real estate which currently states:
"The Portfolio may not:
buy or sell real estate or securities issued by real estate investment
trusts;"
Retirement Money Market Portfolio, and Retirement Government Money Market
Portfolio each have a fundamental investment limitation regarding
real estate which currently states:
"The Portfolio may not:
purchase or sell real estate unless acquired as a result of ownership of
securities (but this shall not prevent the Portfolio from purchasing
marketable securities issued by companies or other entities or investment
vehicles that deal in real estate or interests therein, nor shall this
prevent the Portfolio from purchasing interests in pools or real estate
mortgage loans);"
Subject to shareholder approval, the Trustees intend to replace their
limitations with the following fundamental investment limitation governing
purchases and sales of real estate.
"The Portfolio may not:
purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Portfolio
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);"
The primary purpose of the proposed amendment is to clarify the types of
securities in which each Portfolio is authorized to invest and to conform
each Portfolio's fundamental real estate limitation to a limitation that is
expected to become standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page . ) If the proposal is
approved, the new limitation may not be changed without a vote of
shareholders.
For Domestic Money Market Portfolio and Retirement Money Market
Portfolio, the proposal would permit investments in securities issued by
real estate investment trusts, if they meet the portfolio's quality and
maturity standards and the requirements of Rule 2a-7. The Portfolios have
no immediate plans to purchase securities issued by real estate investment
trusts; however, they would be allowed to do so in the future if suitable
investment opportunities become available. In all other respects,
a doption of the proposed limitation on real estate is not expected to
affect the way in which the Portfolios are managed or the securities or
instruments in which each Portfolio invests. The Portfolios do not expect
to acquire real estate. However, the proposed amendment would clarify two
points. First, the proposed limitation would make it explicit that each
Portfolio may acquire an instrument whose interest and principal may
be secured by a mortgage or other right to foreclose on real estate in the
event of default. Second, the proposed limitation would clarify that each
Portfolio may invest without limitation in securities issued or guaranteed
by companies engaged in acquiring, constructing, financing, developing, or
operating real estate projects, subject to the Portfolio's investment
objective and other policies and limitations.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each Portfolio by providing more investment
flexibility. Accordingly, the Trustees recommend that shareholders vote FOR
the proposal. The amended limitation, upon shareholder approval, will
become effective on the closing date . If the proposal is not
approved, each Portfolio's current limitation will remain unchanged.
14. TO AMEND EACH PORTFOLIO'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
PURCHASES AND SALES OF COMMODITIES.
Domestic Money Market Portfolio, U.S. Treasury Portfolio, and U.S.
Government Portfolio each have a fundamental investment limitation
regarding commodities which states:
"The Portfolio may not:
buy or sell commodities, or commodity (futures) contracts;"
Retirement Money Market Portfolio, and Retirement Government Money Market
Portfolio's fundamental investment limitation regarding commodities states:
"The Portfolio may not:
purchase or sell physical commodities unless acquired as a result of owner
ship of securities (but this shall not prevent the Portfolio from
purchasing and selling futures contracts);"
Subject to shareholder approval, the Trustees intend to replace these
limitations with the following fundamental investment limitation governing
purchases and sales of commodities:
"The Portfolio may not:
purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments;"
The primary purpose of the proposed amendment is to clarify the
securities in which each Portfolio is authorized to invest and to revise
each Portfolio's fundamental limitation on sales of commodities so that it
conforms to a limitation which is expected to become standard for all funds
managed by FMR (see "Adoption of Standardized Investment Limitations" on
page ). If the proposal is approved, the new limitation may not be changed
without a future vote of shareholders.
Adoption of the proposed limitation on sales of commodities is not
expected to affect the way in which each Portfolio is managed, the
investment performance of each Portfolio, or the securities or instruments
in which each Portfolio invests. The Portfolios do not expect to sell
commodities. However, the proposed limitation would clarify that , although
each Portfolio may not sell commodities outright, it may sell commodities
that have been acquired as a result of ownership of securities or other
instruments.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
amend each Portfolio's fundamental limitation relating to the purchase and
sale of physical commodities. The proposed limitation, upon shareholder
approval, will become effective on the closing date . If the
proposal is not approved by shareholders of a Portfolio, that
Portfolio will maintain the current fundamental limitation regarding
physical commodities.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of
the persons therein designated.
CURRENT MANAGEMENT CONTRACTS
Each Portfolio employs FMR to furnish investment advisory and other
services to each Portfolio. Under FMR's Management Contract with each
Portfolio, FMR acts as investment adviser and, subject to the supervision
of the Board of Trustees, directs the investments of each Portfolio in
accordance with its investment objective, policies and limitations. FMR
also provides each Portfolio with all necessary office facilities,
equipment and personnel for servicing the Portfolios' investments and
maintaining their organization, and compensates all officers of the Trust,
all Trustees who are "interested persons" of the Trust or of FMR, and all
the personnel of the Trust performing services relating to research,
statistical and investment activities. In addition, FMR or its affiliates,
subject to the supervision of the Board of Trustees, provides the
management and administrative services necessary for the operation of each
Portfolio. These services include providing facilities for maintaining each
Portfolio's organization, supervising relations with the custodians,
transfer and pricing agents, accountants, underwriters and other persons
dealing with the Portfolios, preparing all general shareholder
communications and conducting shareholder relations, maintaining the
Trust's records and the registration of each Portfolio's shares under
federal and state securities laws, developing management and shareholder
services for each Portfolio and furnishing reports, evaluations and
analyses on a variety of subjects to the Trustees.
FMR pays certain expenses of the Trust as described herein. Specific
expenses payable by FMR include, without limitation, the fees and expenses
of registering and qualifying the Portfolios and their shares for
distribution under federal and state securities laws; expenses of
typesetting for printing prospectuses; custodian charges; auditing and
legal expenses; insurance expense; association membership dues; the expense
of reports to shareholders; shareholder meetings; and proxy solicitations.
Fidelity Investments Institutional Operations Company FIIOC performs
transfer agency, dividend disbursing and shareholder servicing functions
for each Portfolio, the costs of which services are borne by FMR pursuant
to its Management Contract with each Portfolio. Service calculates each
Portfolio's NAV and dividends, maintains the Trust's general accounting
records, and administers the Trust's securities lending program on behalf
of Domestic Money Market Portfolio. Both FIIOC and Service are affiliates
of FMR.
FMR pays all other expenses of the Trust with the following exceptions:
the payment of fees and expenses of all Trustees of the Trust who are not
"interested persons" of the Trust or FMR; brokerage fees or commissions (if
any); interest on borrowings; taxes; and such extraordinary non-recurring
expenses as may arise, including litigation to which the Trust may be a
party.
For these services and the payment by FMR of the Trust's expenses, each
Portfolio pays a monthly management fee to FMR at the annual rate of .42%
of the average net assets of the Portfolio throughout the month pursuant to
a Management Contract approved by the shareholders on October 30, 1986. The
management fees paid to FMR are reduced by an amount equal to the fees and
expenses of those Trustees who are not "interested persons" of the Trust or
FMR.
During each Portfolio's fiscal years ended 1994 , 199 3 , and
199 2 , FMR received the payments shown below for its services as
investment adviser to each Portfolio.
U.S. TREASURY PORTFOLIO
Fiscal Year Ended Management Fee
08/31/93 $ 761,083
08/31/92* 705,658
10/31/91 977,631
U.S. GOVERNMENT PORTFOLIO
Fiscal Year Ended Management Fe e
08/31/93 $ 1,247,037
08/31/92* 1,316,958
10/31/91 1,714,448
DOMESTIC MONEY MARKET PORTFOLIO
Fiscal Year Ended Management Fe e
08/31/93 $ 2,893,862
08/31/92* 2,796,308
10/31/91 4,104,579
RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
Fiscal Year Ended Management Fe e
08/31/93 $ 5,612,942
08/31/92* 3,896,716
10/31/91 2,878,081
RETIREMENT MONEY MARKET PORTFOLIO
Fiscal Year Ended Management Fe e
08/31/93 $ 6,964,571
08/31/92* 5,031,59 9
10/31/91 4,192,339
* On July 16, 1992, the Trustees of the Trust approved a change in the
fiscal year end of the Trust to August 31.
SUB-ADVISOR. FMR has entered into a sub-advisory agreement with FMR Texas
pursuant to which FMR Texas has primary responsibility for providing
portfolio investment management services to each Portfolio. Under the
sub-advisory agreement, FMR pays FMR Texas fees equal to 50% of the
management fee payable to FMR under its management contract with each
Portfolio. The fees paid to FMR Texas are not reduced by any voluntary or
mandatory expense reimbursements that may be in effect from time to time.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Sub-advisory Fees Paid by FMR
To FMR Texas For the Fiscal Years Ended:
8/31/93 8/31/92* 10/31/91
U.S. Treasury Portfolio $ 380,542 $ 352,829 $ 488,815
U.S. Government $ 623,519 $ 658,479 $ 857,224
Portfolio
Domestic Money $ 1,446,931 $ 1,398,154 $ 2,052,289
Market Portfolio
Retirement $ 2,806,471 $ 1,948,358 $ 1,489,040
Government Money
Market Portfolio
Retirement Money $ 3,482,286 $ 2,515,800 $ 2,096,169
Market Portfolio
</TABLE>
* On July 16, 1992, the Trustees of the Trust approved a change in the
fiscal year end of the Trust to August 31.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies whose net assets as of May 3 1 , 1994,
were in excess of $250 billion. The Fidelity family of funds currently
includes a number of funds with a broad range of investment objectives and
permissible portfolio compositions. The Boards of these funds are
substantially identical to that of the Trust. In addition, FMR serves as
investment adviser to certain other funds which are generally offered to
limited groups of investors. Information concerning the advisory fees, net
assets, and total expenses of the funds advised by FMR is contained in the
Table of Average Net Assets and Expense Ratios in Exhibit 3 .
Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far East),
both wholly owned subsidiaries of FMR formed in 1986, supply investment
research information, and may supply portfolio management services to FMR
in connection with certain funds advised by FMR. FMR Texas Inc., a wholly
owned subsidiary of FMR formed in 1989, supplies portfolio management and
research services in connection with certain money market funds advised by
FMR.
FMR, its officers and directors, its affiliated companies and personnel,
and the Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions which have occurred to date have included mortgages and
personal and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
The Consolidated Statement of Financial Condition of Fidelity Management &
Research Company and subsidiaries as of December 31, 1993 is shown
beginning on page .
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; J.
Gary Burkhead, President; and Peter S. Lynch, Vice Chairman. Each of the
Directors is also a Trustee of the trust. Messrs. Johnson 3d, Burkhead,
John H. Costello, Leland Barron, Robert Litterst, Gary L. French, and
Arthur S. Loring, are currently officers of the trust and officers or
employees of FMR or FMR Corp. With the exception of Mr. Costello and Robert
Litterst all of these persons are stockholders of FMR Corp. FMR's address
is 82 Devonshire Street, Boston, Massachusetts 02109, which is also the
address of the Directors of FMR.
All of the stock of FMR is owned by a parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts, which was organized on October
31, 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions, Fidelity Service Co., which is
the transfer and shareholder servicing agent for certain of the retail
funds advised by FMR, Fidelity Investments Institutional Operations
Company, which performs shareholder servicing functions for certain
institutional customers, and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization. Messrs. Johnson 3d, Burkhead, William L. Byrnes, James C.
Curvey, Caleb Loring, Jr., and Ms. Abigail P. Johnson are the Directors of
FMR Corp. On July 31, 1994, Messrs. Johnson 3d, Burkhead, Curvey,
and Loring, Jr. and Ms. Johnson owned approximately 2 4%, 3%, 3%,
13 % and 24%, respectively, of the voting common stock of FMR Corp.
In addition, various Johnson family members and various trusts for the
benefit of Johnson family members, for which Messrs. Burkhead, Curvey, or
Loring, Jr. are Trustees, owned in the aggregate approximately 28% of the
voting common stock of FMR Corp. Messrs. Johnson 3d, Burkhead, and Curvey
owned approximately 2%, 3% and 1%, respectively, of the non-voting common
and equivalent stock of FMR Corp. In addition, various trusts for the
benefit of members of the Johnson family, for which Mr. Loring, Jr. is the
sole Trustee, and other trusts for the benefit of Johnson family members,
through limited partnership interests in a partnership the corporate
general partner of which is controlled by Mr. Johnson 3d., Mr. Loring, Jr.,
and other Johnson family members, together owned approximately 43% of the
non-voting common and equivalent stock of FMR Corp. Through ownership of
voting common stock, Edward C. Johnson 3d (President and a Trustee of the
trust), Johnson family members, and various trusts for the benefit of the
Johnson family form a controlling group with respect to FMR Corp.
During the period September 1, 1992 through May 31, 1994 the following
transactions were entered into by officers and/or Trustees of the funds or
of FMR Corp. involving more than 1% of the voting common, non-voting common
and equivalent stock, or preferred stock of FMR Corp. Mr. C. Bruce
Johnstone redeemed an aggregate of 25,500 shares of non-voting common stock
for an aggregate cash payment of approximately $3.4 million. Mr. Morris J.
Smith redeemed 15,000 shares of non-voting common stock for a cash payment
of approximately $1.8 million.
ACTIVITIES AND MANAGEMENT OF FMR TEXAS
FMR Texas is a wholly owned subsidiary of FMR formed in 1989 to provide
portfolio management services to Fidelity's money market funds and
investment advice with respect to money market instruments. Under the
sub-advisory agreement with FMR Texas, FMR pays FMR Texas a fee equal to
50% of the management fee retained by FMR under its effective Management
Contract with the Trust. For the fiscal year ended August 31, 1994 ,
FMR paid to FMR Texas fees of $380,542 for U.S. Treasury Portfolio,
$623,5 1 9 for U.S. Government Portfolio, $1,446,931 for Domestic
Money Market Portfolio, $2,806,471 for Retirement Government Money Market
Portfolio, and $3,482,286 for Retirement Money Market Portfolio.
The Statement of Financial Condition of FMR Texas as of December 31, 1993
is shown beginning on page .
The Directors of FMR Texas are Edward C. Johnson 3d, Chairman, and J. Gary
Burkhead, President. The officers of FMR Texas are Fred L. Henning, Senior
Vice President; Leland Barron, Vice President; Thomas D. Maher, Vice
President; Burnell Stehman, Vice President; John Todd, Vice President;
Sarah H. Zenoble, Vice President; David C. Weinstein, Secretary; and
Charles F. Dornbush, Treasurer. All of these persons are stockholders of
FMR Corp. The principal business address of the Directors is 82 Devonshire
Street, Boston, MA. The principal business address of FMR Texas is 400 East
Las Colinas Boulevard, Irving, TX.
BALANCE SHEETS
The Consolidated Statements of Financial Condition of FMR and of FMR
Texas, as of December 31, 1993 (audited) are shown on pages through . To
the knowledge of FMR and of FMR Texas, there has been no material adverse
change in either of their financial conditions from December 31, 1993 to
the date of this proxy statement. Proxies will no be voted for approval of
any of the proposals in this proxy statement unless (a) in the judgment of
the Board of Trustees of the trust there have been no material changed in
the financial conditions of FMR and of FMR Texas, between December 31, 1993
and the date of the proxy statement, and (b) the trust has received a
certificate of the Chairman, President, or Senior Vice President of FMR and
of FMR Texas, dated the day on which such proxies are to be voted, that ,
to his or her knowledge, since December 31, 1993, there has been no
material adverse change in FMR's and FMR Texas; financial condition which
has not been disclosed to shareholders in additional proxy solicitation
material.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each Portfolio by FMR pursuant to authority contained in the
Management Contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR will
consider various relevant factors, including, but not limited to, the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; and the
reasonableness of any spreads or commissions.
Each Portfolio may execute portfolio transactions with broker-dealers who
provide research and execution services to each Portfolio or other accounts
over which FMR or its affiliates exercise investment discretion. Such
services may include advice concerning the value of securities; the
advisability of investing in, purchasing or selling securities; the
availability of securities or the purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and performance of
accounts; and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement). The selection of
such broker-dealers is made by FMR (to the extent possible consistent with
execution considerations) in accordance with a ranking of broker-dealers
determined periodically by FMR's investment staff based upon the quality of
such brokerage and research services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of each Portfolio may be useful to FMR in rendering investment
management services to each Portfolio and/or its other clients, and
conversely, such research provided by broker-dealers who have executed
transaction orders on behalf of other FMR clients may be useful to FMR in
carrying out its obligations to each Portfolio. The receipt of such
research has not reduced FMR's normal independent research activities;
however, it enables FMR to avoid the additional expenses that could be
incurred if FMR tried to develop comparable information through its own
efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
Portfolios to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers
viewed in terms of a particular transaction or FMR's overall
responsibilities to the Portfolios and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the Portfolios or shares of other Fidelity
funds, to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI), if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. Section 11(a) of the Securities Exchange Act of 1934
prohibits members of national securities exchanges from executing exchange
transactions for accounts that they or their affiliates manage, except in
accordance with regulations of the SEC. Pursuant to such regulations, the
Board of Trustees has approved a written agreement in order to permit FBSI
to effect portfolio transactions on national securities exchanges and to
retain compensation in connection with such transactions.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of
each Portfolio and review the commissions paid by each Portfolio over
representative periods of time to determine if they are reasonable in
relation to the benefits to each Portfolio.
From time to time, the Trust's Trustees will review whether the recapture
for the benefit of each Portfolio of some portion of the brokerage
commissions or similar fees paid by each Portfolio on portfolio
transactions is legally permissible and advisable. Each Portfolio seeks to
recapture soliciting dealer fees on the tender of portfolio securities, but
at present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are available
and are legally permissible and, if so, to determine, in the exercise of
their business judgment, whether it would be advisable for each Portfolio
to seek such recapture.
Although the Trustees and officers of the Trust are substantially the same
as those of other funds managed by FMR, investment decisions for the Trust
are made independently from those of other funds advised by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
When two or more funds are engaged simultaneously in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases this system could have a detrimental
effect on the price or volume of the security as far as each Portfolio is
concerned. In other cases, however, the ability of each Portfolio to
participate in volume transactions will produce better executions and
prices for each Portfolio. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each Portfolio
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
Each Portfolio has a Distribution Agreement with Distributors, an
affiliate of FMR. Distributors, a Massachusetts corporation organized July
18, 1960, is a broker-dealer registered under the Securities Exchange Act
of 1934 and is a member of the National Association of Securities Dealers,
Inc. The Distribution Agreement calls for Distributors to use all
reasonable efforts, consistent with its other business, to secure
purchasers for shares of each Portfolio. Promotional and administrative
expenses in connection with the offer and sale of shares are paid by FMR.
Distributors also acts as general distributor for other publicly offered
Fidelity funds.
Each Portfolio has adopted a Distribution and Service Plan (the "Plan")
pursuant to Rule 12b-1 under the 1940 Act (the "Rule"). The Trust's Board
of Trustees adopted the Plan to assure that each Portfolio and FMR may
incur certain expenses that might be considered to constitute indirect
payment by a Portfolio of distribution expenses.
The Plan specifically recognizes that FMR, either directly or through
Distributors, may use its management fee revenue, past profits or other
resources, without limitation, to pay promotional and administrative
expenses in connection with the offer and sale of shares of the Portfolios.
In addition, the Plan provides that FMR may use its resources, including
its management fee revenues, to make payments to third parties that provide
assistance in selling shares of the Portfolios or to third parties,
including banks, that render shareholder support services. The Trustees
have not yet authorized any such payments.
As required by the Rule, the Trustees carefully considered all pertinent
factors relating to the implementation of the Plan prior to its approval,
and have determined that there is a reasonable likelihood that the Plan
will benefit the Portfolios and their shareholders. In particular, the
Trustees noted that the Plan does not authorize payments by the Portfolios
other than those made to FMR under the Management Contract with the
Portfolios. To the extent that the Plan gives FMR and Distributors greater
flexibility in connection with the distribution of shares of the
Portfolios, additional shares of each Portfolio's shares may result.
Additionally, certain shareholder support services may be provided more
effectively under the Plan by local entities with whom shareholders have
other relationships.
The Glass-Steagall Act generally prohibits federally and state chartered
or supervised banks from engaging in the business of underwriting, selling
or distributing securities. Although the scope of this prohibition under
the Glass-Steagall Act has not been clearly defined, in Distributors'
opinion it should not prohibit banks from being paid for shareholder
servicing and recordkeeping functions. Distributors intends to engage banks
only for the purpose of performing such functions. However, changes in
federal or state statutes and regulations pertaining to the permissible
activities of banks and their affiliates or subsidiaries, as well as
further judicial or administrative decisions or interpretations, could
prevent a bank from continuing to perform all or a part of the contemplated
services. If a bank were prohibited from so acting, the Trustees would
consider what actions, if any, should be taken to continue to provide
efficient and effective shareholder services. In such event, changes in the
operation of the Portfolios might occur, including possible termination of
any automatic investment or redemption or other services then being
provided by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these occurrences. In
addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein, and banks and financial
institutions may be required to register as dealers pursuant to state law.
The Portfolios may execute portfolio transactions with and purchase
securities issued by depository institutions that receive payments under
the Plan. No preference will be shown in the selection of investments for
the instruments of depository institutions.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The Trust does not hold annual shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the Secretary of
the Trust, 82 Devonshire Street, Boston, Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Trust, in care of Fidelity Service Co., P.O. Box 789,
Boston, Massachusetts 02102, 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 and Annual Reports you wish to receive in
order to supply copies to the beneficial owners of the respective shares.
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust 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 MONEY MARKET TRUST: U.S. TREASURY PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST: as indicated above 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
November 16, 1994 at 10:00 a.m. 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 proposals 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 ___________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: U.S. TREASURY PORTFOLIO (FD048F)
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independant accountants of the trust..
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
7. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
limitation concerning investment in other investment
companies.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
9. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
regarding diversification.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing..
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
</TABLE>
[048]
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust 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 MONEY MARKET TRUST: U.S. GOVERNMENT PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST: as indicated above 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
November 16, 1994 at 10:00 a.m. 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 proposals 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 ___________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: U.S. GOVERNMENT PORTFOLIO (FD051F)
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independant accountants of the trust..
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
7. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
limitation concerning investment in other investment
companies.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
9. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
regarding diversification.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing..
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
</TABLE>
[051]
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust 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 MONEY MARKET TRUST: DOMESTIC MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST: as indicated above 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
november 16, 1994 at 10:00 a.m. 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 proposals 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 ___________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: DOMESTIC MONEY MARKET PORTFOLIO (FD052F)
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independant accountants of the trust..
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
7. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
limitation concerning investment in other investment
companies.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
9. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
regarding diversification.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing..
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
</TABLE>
[052]
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust 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 MONEY MARKET TRUST: RETIREMENT MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST, as indicated above, 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
November 16, 1994 at 10:00 a.m. 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 proposals 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 __________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: RETIREMENT MONEY MARKET PORTFOLIO (FD630F)
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- ---------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the 11 nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.,; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
10. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
regarding lending.
11. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
limitation concerning senior securities.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing.
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
</TABLE>
[630]
Vote this proxy card TODAY! Your prompt response will
save Fidelity Money Market Trust 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 MONEY MARKET TRUST: RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Richard J. Flynn, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY MONEY MARKET TRUST, as indicated above, 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
November 16, 1994 at 10:00 a.m. 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 proposals 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 __________________________________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
048,051,052,630,631
FIDELITY MONEY MARKET TRUST: RETIREMENT GOVERNMENT MONEY MARKET PORTFOLIO
(FD631F)
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
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1. To elect the 11 nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: Burkhead, Gary J.; Cox, Ralph F.; Davis, listed (except as WITHHOLD
Phyllis Burke; Flynn, Richard J.,; Johnson, Edward marked to the contrary authority to
C. 3d; Jones, E. Bradley; Kirk, Donald J.; Lynch, below). vote for all
Peter S.; McDonough, Gerard C.; Malone, Edward nominees.
H.; Mann, Marvin L.; Williams, Thomas R.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
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2. To ratify the selection of Coopers & Lybrand as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.
3. To amend the Declaration of Trust to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for the shareholders of the
Portfolio.
4. To approve an Agreement and Plan providing for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
conversion of the Portfolio to a Delaware business
trust.
5. To adopt a new fundamental investment policy FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
permitting the portfolio to invest all of its assets in
another open-end investment company with
substantially the same investment objective and
policies.
6. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
limitation regarding short sales of securities.
8. To eliminate the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
limitation regarding margin purchases.
10. To amend the Portfolio's fundamental limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 10.
regarding lending.
11. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 11.
limitation concerning senior securities.
12. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 12.
limitation regarding borrowing.
13. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 13.
limitation concerning real estate.
14. To amend the Portfolio's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 14.
limitation concerning purchases and sales of
commoditites.
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